Restriction on Other Secured Indebtedness and Liens. Without the prior written consent of the Pari Passu Creditors (provided, however, that the consent of the ​-District Creditors will not be required at any time when all of the following two (2) conditions are met: # the A&R ​-District Notes have been Paid in Full in their entirety and # the aggregate principal amount outstanding under the A&R ​-District Unsecured Notes is less than ​):

Maximum Secured Indebtedness. Permit Consolidated Secured Indebtedness at any time to exceed 30% of Total Asset Value.

Restriction on Liens. The ​ shall not create, incur, assume or suffer to exist any liens on the assets in the Funds Withheld Account or on any interest therein or the proceeds thereof.

Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly through any Subsidiary or affiliate) incur or suffer to exist or guarantee any unsecured Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder. As used in this [Section 2.2], the term “Borrower” means the Borrower and any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means # all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, including any type of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed in the SEC Documents or obligations to trade creditors incurred in the ordinary course of business, # all obligations of the Borrower evidenced by notes, bonds, debentures or other similar instruments, # purchase money indebtedness hereafter incurred by the Borrower to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, # all guarantee obligations of the Borrower in respect of obligations of the kind referred to in [clauses [(a) through (c) above]] that the Borrower would not be permitted to incur or enter into, and # all obligations of the kind referred to in [clauses [(a) through (d) above]] that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by the Borrower, whether or not the Borrower has assumed or become liable for the payment of such obligation.

Other Liens. Except for the Security Interest, the Debtor is the owner of the Collateral and will be the owner of the Collateral hereafter acquired free from any adverse lien, security interest or encumbrance (other than Permitted Liens), and the Debtor will defend the Collateral against the claims and demands of all persons at any time claiming the same or any interest therein. “Permitted Liens” means # liens for taxes or other governmental charges not at the time delinquent or that are being contested in good faith appropriately reserved for in accordance with GAAP; # statutory liens of carriers, warehousemen, mechanics, materialmen, and vendors arising by operation of law for sums not overdue; # non-exclusive licenses and sublicenses granted in the ordinary course of the Company’s business and any interest or title of a licensor or under any license or sublicense; # pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; # customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Debtor maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business; and # any liens existing on the date of this Security Agreement as set forth on the schedule attached to this Agreement as [Exhibit B].

Restriction on Further Indebtedness. The Company agrees that unless Holder shall otherwise consent in writing, it shall cause Craft Canning not to create, incur, assume or in any manner become liable in respect of, or suffer to exist, any indebtedness other than # indebtedness incurred or guaranteed by Craft Canning in effect as of the date hereof, # trade debt incurred in the ordinary course of business, # capital leases of digital can printers specifically described in the Security Guaranty dated as of the Loan Date, and # indebtedness that is expressly subordinate and junior in right and priority of payment to the Note that is reasonably satisfactory in form and substance to Holder.

Restriction on New Liens. At any time when any portion of any Remaining Note remains outstanding or not satisfied in full, without the prior written consent of the holder or holders of any and all outstanding Remaining Notes, ​ will not, and will not permit any of its subsidiaries to, create, incur, assume or suffer to exist any lien or other encumbrance of any nature whatsoever, on any property or assets of ​ or any of its subsidiaries, other than: # the specific respective liens of LDI, Aegis and ​/D2 on the assets of ​ and/or Craft Canning, as applicable, securing the Notes or any of them, in each case subject to the A&R Intercreditor Agreement; and # Permitted Liens (as defined below). As used in this Agreement, the term “Permitted Liens” means # liens for taxes, fees, assessments, or other governmental charges or levies, for which adequate reserves in accordance with GAAP are being maintained; # liens of materialmen, mechanics, carriers, or other similar liens arising in the ordinary course of business, for which adequate reserves in accordance with GAAP are being maintained; # liens which constitute banker’s liens, rights of set-off, or similar rights as to deposit accounts or other funds maintained with a bank or other financial institution; and # cash deposits or pledges of an aggregate amount not to exceed ​ to secure the payment of worker’s compensation, unemployment insurance, or other social security benefits or obligations, public or statutory obligations, surety or appeal bonds, bid or performance bonds, or other obligations of a like nature incurred in the ordinary course of business.

Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness,

Liens not otherwise permitted by the foregoing clauses of this Section; provided that, immediately after the incurrence of such Liens and the related Indebtedness or other obligations, the aggregate outstanding amount of Indebtedness or other obligations secured by Liens permitted by this [clause (y)] shall not exceed 10% of Consolidated Tangible Net Worth.

#Indebtedness of Intermediate Holdings, any Borrower or any Subsidiary consisting of # secured bonds, notes or debentures (which bonds, notes or debentures shall be secured by Liens having a junior priority relative to the Liens on the Collateral securing the Secured Obligations) or # secured loans that are secured by Liens having a junior priority relative to the Liens on the Collateral securing the Secured Obligations); provided that # the Secured Leverage Ratio after giving Pro Forma Effect to the incurrence of such Indebtedness is equal to or less than 6.25 to 1.0, # such Indebtedness complies with the Required Additional Debt Terms and # a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the Second Lien Intercreditor Agreement, and # any Permitted Refinancing of Indebtedness incurred pursuant to the [foregoing [clause (A)]]; and