(V)
LIENS SECURING INDEBTEDNESS PERMITTED BY SECTION 10.01(H),
PROVIDED THAT ANY SUCH LIEN SHALL APPLY ONLY TO THE PROPERTY THAT IS THE SUBJECT
OF SUCH INDEBTEDNESS AND, IF SUCH INDEBTEDNESS WAS INCURRED TO FINANCE THE
ACQUISITION, IMPROVEMENT, REPAIR OR CONSTRUCTION OF SUCH PROPERTY, THE PRINCIPAL
AMOUNT OF INDEBTEDNESS SECURED BY ANY SUCH LIEN SHALL AT NO TIME EXCEED 100% OF
THE FAIR MARKET VALUE (AS DETERMINED IN GOOD FAITH BY HOLDINGS OR A SUBSIDIARY
OF HOLDINGS, AS APPLICABLE) OF THE SUCH PROPERTY AT THE TIME IT WAS SO ACQUIRED,
IMPROVED, REPAIRED OR CONSTRUCTED;
(VI)
LIENS SECURING INDEBTEDNESS PERMITTED BY SECTION 10.01(I),
PROVIDED THAT SUCH LIENS ATTACH ONLY TO INSURANCE POLICIES AND PROCEEDS THEREOF;
(VII)
LIENS SECURING INDEBTEDNESS CONSTITUTING MORTGAGE OR PURCHASE
MONEY FINANCINGS, CAPITAL LEASE OBLIGATIONS, INDUSTRIAL REVENUE BONDS OR SIMILAR
FINANCINGS ASSUMED OR INCURRED PURSUANT TO SECTION 10.01(J) IN CONNECTION WITH
ANY ACQUISITION PERMITTED HEREUNDER, PROVIDED THAT (A) SUCH LIENS ATTACH ONLY TO
PROPERTY OR ASSETS ACQUIRED IN CONNECTION WITH SUCH ACQUISITION, (B) SUCH LIENS
WERE NOT CREATED IN CONTEMPLATION OF SUCH ACQUISITION AND (C) SUCH LIENS SHALL
SECURE ONLY THOSE OBLIGATIONS THAT THEY SECURE AT THE TIME OF SUCH ACQUISITION
AND PERMITTED REFINANCING INDEBTEDNESS IN RESPECT THEREOF;
(VIII)
LIENS ON PROPERTY OR ASSETS OWNED BY FOREIGN SUBSIDIARIES OF
HOLDINGS SECURING INDEBTEDNESS PERMITTED UNDER SECTION 10.01(E) AND LIENS ON
PROPERTY OR ASSETS OWNED BY SMURFIT-STONE PUERTO RICO AND SECURING INDEBTEDNESS
PERMITTED UNDER SECTION 10.01(O), PROVIDED THAT NO SUCH LIENS SHALL APPLY TO ANY
ASSETS CONSTITUTING ABL PRIORITY COLLATERAL OR ANY EQUITY INTERESTS OF A
CANADIAN LOAN PARTY DIRECTLY HELD BY A CANADIAN LOAN PARTY;
(IX)
LIENS CREATED UNDER ANY AGREEMENT RELATING TO THE SALE, TRANSFER
OR OTHER DISPOSITION OF ASSETS PERMITTED HEREUNDER, PROVIDED THAT SUCH LIENS
RELATE SOLELY TO THE ASSETS TO BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED;
155
(X)
ANY LIEN CONSISTING OF A LEASE OF PERSONAL PROPERTY OF SUCH
PERSON TO CUSTOMERS OF SUCH PERSON, IF SUCH LEASE CONSTITUTES AN INVESTMENT
PERMITTED UNDER SECTION 10.04(H);
(XI)
LIENS ON ASSETS OF HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS
SECURING UP TO $30,000,000 OF INDEBTEDNESS PERMITTED BY SECTION 10.01(P) OR THE
INCURRENCE TEST, PROVIDED THAT NO SUCH LIEN SHALL APPLY TO ANY ASSETS
CONSTITUTING COLLATERAL;
(XII)
LIENS ON TIMBER PROPERTIES SECURING PERMITTED TIMBER FINANCINGS
PERMITTED UNDER SECTION 10.01(N);
(XIII)
EXTENSIONS, RENEWALS OR REPLACEMENTS OF ANY LIEN REFERRED TO IN
CLAUSE (V), (VI) OR (VII) ABOVE, PROVIDED THAT SUCH EXTENSION, RENEWAL OR
REPLACEMENT IS LIMITED TO THE INDEBTEDNESS AND PROPERTY ORIGINALLY SECURED AND
ENCUMBERED THEREBY;
(XIV)
LIENS SECURING INDEBTEDNESS UNDER PERMITTED SECOND LIEN NOTES
PERMITTED UNDER SECTION 10.01(M) AND PERMITTED REFINANCING INDEBTEDNESS IN
RESPECT THEREOF, PROVIDED THAT ANY SUCH LIENS ON THE COLLATERAL AND RIGHTS AND
REMEDIES WITH RESPECT THERETO ARE AT ALL TIMES SUBJECT TO THE INTERCREDITOR
AGREEMENT (OR A SUCCESSOR INTERCREDITOR AGREEMENT HAVING THE SAME TERMS AS THE
INTERCREDITOR AGREEMENT OR SUCH OTHER TERMS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT); AND
(XV)
LIENS NOT OTHERWISE PERMITTED BY THE FOREGOING CLAUSES OF THIS
PARAGRAPH (A) SECURING OBLIGATIONS IN AN