Common use of Permitted Liens Clause in Contracts

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens for Taxes not yet due or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; (iv) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Lien or Liens are subordinated to the respective interests Liens in favor of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary Lender pursuant to duly discharge any such Lien not excepted above if the same shall arise at any time with respect a written agreement acceptable to any Item of EquipmentLender; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLenders, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to such Taxes which adequate reserves or other appropriate provisions are being maintained by Borrower in accordance with GAAP; GAAP to the reasonable satisfaction of Agent, (iviii) (A) statutory Liens of carriers, warehousemen, mechanics or materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by Borrower in accordance with GAAPGAAP to the satisfaction of Agent in its sole discretion, or if required provided that such Liens are subordinated to contest the same, adequate security has been posted by Lessee); Liens granted to Lenders under the Loan Documents and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentprogress payments under government contracts.

Permitted Liens. Lessee shall not, directly (b) If the Issuer or indirectly, create, incur, assume any Guarantor (or suffer any entity required to exist become a Guarantor pursuant to this Indenture) creates any Lien on (including without limitation any additional Lien) upon any Property or assets to secure any First Lien Obligation, it must concurrently with respect the creation of such Lien (or, if later, concurrently with such entity becoming a Guarantor) grant a First Lien upon such Property or assets as security for the Securities or the applicable Note Guarantee, if such Property or asset is not Collateral at such time, such that the property or assets subject to such Lien becomes Collateral subject to the First Lien (subject to liens permitted by this Lease, any Item of Equipment, title thereto or any interest thereinIndenture), except to the extent such Property or assets constitutes cash or cash equivalents required to secure only letter of credit obligations under any credit facility or as otherwise permitted under the Intercreditor Agreement. If the foregoing obligation to xxxxx x Xxxx on any property or assets to secure the Securities or a Note Guarantee arises due to the grant of a Lien on such property or assets to secure the Existing Issuer Credit Facility Obligations (i) or the respective rights of Ownerobligations under any Replacement Credit Facility), Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens for Taxes not yet due then the Lien on such property or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect assets to such Taxes secure the Securities or a Note Guarantee may be released in accordance with GAAP; the provisions of Section 1308. If the foregoing obligation to xxxxx x Xxxx on any property or assets to secure the Securities or a Note Guarantee arises due to the grant of a Lien (ivan “Initial Lien”) materialmen’son such property or assets to secure First Lien Obligations other than the Existing Issuer Credit Facility Obligations (or the obligations under any Replacement Credit Facility), mechanics’then the Lien on such property or assets to secure the Securities or a Note Guarantee shall be automatically released and discharged upon the release and discharge of the Initial Lien at such time as the Initial Lien is released, workmen’s, repairmen’s, employees’ or other like Liens arising which release and discharge in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss case of any Item of Equipment or any interest therein in the course sale of any such proceedings, property or as a result of asset shall not affect any such Lien or that the respective interests of Lessor, Owner Trustee or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take Collateral Agent may have on the proceeds from such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentsale.

Permitted Liens. Lessee shall notAs used herein, directly “Permitted Liens” means (a) liens for current real or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens for Taxes personal property taxes not yet due and payable or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained Seller or its affiliates, in either case, with respect to such Taxes in accordance with GAAP; which the Seller maintains adequate reserves, (ivb) materialmen’s, mechanicsworkers’, workmen’s, repairmen’s, employeescarriers’ and mechanics’ or other like Liens liens incurred in the ordinary course of Seller’s business with respect to which payment is not due and that do not impair the conduct of Seller’s business or the present or proposed use of the affected property, (c) any deposits or pledges to secure the payment of worker’s compensation, unemployment insurance or other social security benefits or obligations, or public or statutory obligations of a like general nature incurred in the ordinary course of business, (d) any statutory liens for utility assessments or other charges or assessments, in each case, arising in the ordinary course of business and for amounts the payment of which with respect to a liability that is either not yet due or delinquent or which is being contested in good faith by appropriate proceedings Seller or its affiliates, (and e) any liens securing bids, tenders, contracts (other than contracts for which adequate reserves have been made in accordance with GAAPthe payment of money), leases, statutory obligations, surety or if required to contest the sameappeal bonds, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising bid or performance bonds or other obligations of a like general nature incurred in the ordinary course of business business, including the bond (the “Lease Bond”) and other liens or charges (the “Lease Liens”) incurred to secure performance by Seller under the Lease, (f) any liens arising out of judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for amounts the payment of which is either not yet delinquent adequate reserves, bonds or is being contested in good faith by appropriate proceedings (and for which adequate reserves other security have been made provided or are fully covered by insurance, (g) any security interest, lien or right in accordance favor of any vendor of tangible personal property (including any tangible personal property financed with GAAPpurchase money and any capital leases), (h) imperfections or if required to contest irregularities of title and other liens that would not, individually or in the sameaggregate, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood materially detract from the value of the saleassets to which they attach, forfeiture(i) zoning, confiscationplanning, distraintand other similar limitations and restrictions, seizure or loss all rights of any Item Governmental Entity (as defined below) to regulate a property, (i) any lien set forth in any franchise or governing ordinance under which any portion of Equipment Seller’s business is conducted, (j) all rights of condemnation, eminent domain or any interest therein in the course other similar rights of any such proceedingsperson, (k) any lien to be released on or prior to, or as a result of, Closing, (l) any license agreement governing use of the Seller’s current accounting software (the “Accounting Software”), and (m) any such Lien or other lien which does not materially interfere with Seller’s use of the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentTurbine Assets.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipmentthe Collateral, title thereto or any interest thereinof its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any such limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing the MHR Subordinated Debt, and (vii) Liens disclosed on Schedule 7.3; provided, that the Lien or the respective interests in favor of LessorGilbraltar Bank, Owner or any Financing Party will be similarly adversely affected. Lessee FSB shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect extend to any Item additional collateral or secure any Indebtedness in excess of Equipment$300,000.

Permitted Liens. Lessee shall notAs used herein, directly "Permitted Liens" means any of the following: (a) liens for taxes, assessments and governmental charges or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except levies (i) the respective rights of Owner, Lessor and Lessee as herein provided; not yet in default or (ii) Lessor’s Liens; (iii) Liens for Taxes not yet due or that are being contested in good faith and by appropriate proceedings so long as adequate diligently conducted, provided that in the case of liens under this clause (ii), reserves are maintained with respect to such Taxes or other appropriate provisions shall have been established therefor in accordance with generally accepted accounting principles ("GAAP; ") and enforcement of any such liens shall have been effectively stayed or fully bonded pending the final determination of such proceeding, (ivb) liens imposed by law, such as materialmen’s's, mechanics’' carriers', workmen’s, 's and repairmen’s, employees’ or 's liens and other like Liens similar liens arising in the ordinary course of business and securing obligations that are not overdue for amounts the payment a period of which is either not yet delinquent more than 60 days or is which, if overdue, are being contested in good faith and by appropriate proceedings (and for which adequate diligently conducted, provided that reserves or other appropriate provisions shall have been made established therefor in accordance with GAAPGAAP and enforcement of any such lien is effectively stayed or fully bonded pending the final determination of such proceeding, (c) pledges or if required deposits to contest the samesecure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, adequate security has been posted zoning restrictions or other restrictions, rights-of-way, minor encroachments, covenants or encumbrances on real property imposed by Lessee); and (v) Liens for airport, navigation, and en-route charges law or arising in the ordinary course of business that do not arise out of the incurrence of any indebtedness and for amounts that do not and could not reasonably be expected to materially detract from the payment value of which the affected property or interfere materially with the ordinary conduct of business of the Company or materially impair the use thereof to the indebtedness; (e) judgments and other similar liens arising in connection with court proceedings in an amount not in excess of $50,000, provided the execution or other enforcement of such liens is either not yet delinquent effectively stayed or is fully bonded pending the final determination of the proceeding referred to below and the claims secured thereby are being contested in good faith and by appropriate proceedings proceedings; and (and for which adequate reserves have been f) liens (other than liens created or imposed under the Employee Retirement Income Security Act of 1974, as amended) incurred or deposits made in accordance the ordinary course of business in connection with GAAPworkers' compensation, unemployment insurance and other types of social security, or if required to contest secure the sameperformance of tender, adequate security has been posted by Lessee). Lessee shall not be permitted to contest statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive in any Lien if such contest gives rise to any reasonable likelihood case of obligations incurred in connection with the sale, forfeiture, confiscation, distraint, seizure or loss borrowing of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien money or the respective interests obtaining of Lessor, Owner advances or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentcredit).

Permitted Liens. Lessee shall not, will not directly or indirectly, indirectly create, incur, assume or suffer to exist any Lien on or with respect to this Leasethe Aircraft, any Item of EquipmentEngine, any Part, title thereto or any interest thereintherein or in this Lease, except (i) the rights of Lessor as owner of the Aircraft, (ii) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; provided herein, (iii) the rights of others under agreements or arrangements to the extent permitted by the terms of Section 7.5 and Section 7.8(b)(iii) hereof, (iv) Lessor Liens, (v) Liens for Taxes of Lessee (or, if any Permitted Sublease is then in effect, the sublessee) not yet due or being contested in good faith by appropriate proceedings so long as such proceedings do not involve any material danger of the sale, forfeiture, loss or loss of use of the Airframe or any Engine or interest therein or any risk of material liability (other than for payment of the amount), or any risk of criminal penalties being imposed on any Indemnitee and so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; therefor have been established, (ivvi) materialmen’s's, mechanics’mechanic's, workmen’s's, repairmen’s's, employees’ , or other like Liens liens arising in the ordinary course of Lessee's (or, if a Permitted Sublease is then in effect, the sublessee's) business and for amounts (including those arising under maintenance agreements entered into in the payment ordinary course of which is either business) securing obligations that are not yet delinquent overdue or is are being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either so long as such proceedings do not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest involve any Lien if such contest gives rise to any reasonable likelihood material danger of the sale, forfeiture, confiscation, distraint, seizure loss or loss of use of the Airframe or any Item of Equipment Engine or any interest therein therein, or any risk of material liability (other than for payment of the amount), or any risk of criminal penalties being imposed on any Indemnitee and so long as adequate reserves therefor have been established, (vii) any Lien arising out of a judgment or award against Lessee, (or if a Permitted Sublease is in effect, the sublessee) unless the judgment secured is not within 30 days after the entry thereof discharged, vacated or reversed, or the execution thereof stayed pending appeal, and (viii) any Lien with respect to which Lessee (or, if any Permitted Sublease is then in effect, the sublessee) shall have provided a bond adequate in the course of any such proceedings, or as a result of any such Lien or the respective interests reasonable opinion of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall will promptly, at its own expense, take (or cause to be taken) such action actions as may be necessary duly to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmenttime.

Permitted Liens. Lessee No Borrower or Guarantor shall not, directly or indirectly, create, incur, assume or suffer to exist (or permit any of its Subsidiaries to create, incur, assume or suffer to exist) any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, "Permitted Liens"): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of such Lien or Person's business, provided Lender has consented to such Liens in writing before their creation and existence and the respective interests priority of Lessorsuch Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at all in form and substance satisfactory to Lender in its own expense, take such action sole discretion; (vii) Liens pursuant to Permitted Subordinated Debt; (viii) Liens securing the Pivotal Seller Notes as may be necessary to duly discharge any such Lien not excepted above if in existence on the same shall arise at any time with respect to any Item of EquipmentClosing Date; and (ix) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (i) the respective rights of Ownercollectively, Lessor and Lessee as herein provided; "PERMITTED LIENS"): (ii) Lessor’s Liens; (iiia) Liens under the Loan Documents or otherwise arising in favor of Agent, for Taxes the benefit of itself and Lenders, (b) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; , (ivc) materialmen’s(i) statutory Liens of landlords, carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (ii) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and business, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Agent in its Permitted Discretion, or if required to contest the same, adequate security has been posted by Lessee); and (vd) Liens for airport, navigation, and en-route charges arising incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either Indebtedness), statutory obligations and other similar obligations, (e) purchase money Liens (i) securing Indebtedness permitted under Section 7.2(c), or (ii) in connection with the purchase by such Person of equipment in the normal course of business; provided, that such secured Indebtedness shall not yet delinquent exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (f) Liens necessary and desirable for the operation of such Person's business; provided, that Agent has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Agent and each Lender, all in form and substance satisfactory to Agent in its Permitted Discretion, (g) Liens disclosed on Schedule 7.3, (h) easements, reservations, exceptions, rights-of-way, covenants, conditions, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of business by the Borrower, (i) liens in respect of any writ of execution, attachment, garnishment, judgment or award in an amount less than $100,000, if (x) the time for appeal or petition for rehearing has not expired, an appeal or appropriate proceeding for review is being contested prosecuted in good faith by appropriate proceedings (and a stay of execution pending such appeal or proceeding for which adequate reserves have review has been made in accordance with GAAPsecured, or if required (y) the underlying claim is fully covered by insurance, the insurer has acknowledged in writing its responsibility to contest the same, adequate security pay such claim and no action has been posted by Lessee). Lessee shall taken to enforce such execution, attachment, garnishment, judgment or award, (j) liens of lessors (except liens on Accounts are not be permitted under any circumstances) under or in connection with operating leases, and (k) liens on cash collateral accounts established to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time secure Borrower's reimbursement obligations with respect to any Item letters of Equipmentcredit.

Permitted Liens. Lessee Neither Obligor shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Debenture Documents or otherwise arising in favor of OwnerDebenture Holder, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Debenture Holder in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Debenture Holder) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Debenture Holder in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Lien or Liens are subordinated to the respective interests Liens in favor of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action Debenture Holder pursuant to a written agreement acceptable to Debenture Holder; (vii) Liens disclosed on Schedule 7.3; (viii) Liens in favor of Capital Source granted pursuant to the “Security Documents” (as may be necessary defined in the Credit Agreement) and (ix) Liens in favor of Seller granted pursuant to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment“Security Documents” (as defined in the Security Agreement).

Permitted Liens. Lessee As used herein "Permitted Liens" shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except mean (ia) the respective rights of Owner, Lessor Liens securing purchase money indebtedness and Lessee as herein providedcapital lease obligations (and refinancings thereof; (ii) Lessor’s Liens; (iiib) Liens for Taxes ad valorem, income or property taxes or assessments and similar charges that either are not delinquent or are being properly contested; (c) statutory Liens of carriers, warehousemen, mechanics suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet due delinquent or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAPproperly contested; (ivd) materialmen’sLiens incurred or pledges or deposits made in the ordinary course of business in connection with workers' compensation, mechanics’unemployment insurance and other social security legislation, workmen’sleases, repairmen’sappeal bonds and other obligations of like nature incurred by Borrower or any of its Subsidiaries in the ordinary course of business, employees’ and deposits made in the ordinary course of business securing liability to insurance carriers under insurance or self-insurance arrangements; (e) Liens, deposits or pledges to secure the performance of bids, tenders, contracts, leases, or other like Liens similar obligations arising in the ordinary course of business business; (f) judgment and for amounts the payment attachment Liens not giving rise to an Event of which is either not yet delinquent Default and notices of lis pendens and associated rights related to litigation being properly contested; (g) Liens, deposits or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising pledges in the ordinary course of business to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations and for amounts liens, deposits or pledges in the ordinary course of business in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of which is either not yet delinquent such bonds or is being contested obligations; (h) Liens in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPfavor of collecting or payor banks having a right of setoff, revocation, refund or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time chargeback with respect to money or instruments of Borrower or any Item Subsidiary on deposit with or in possession of Equipmentsuch bank; (i) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense; (j) Liens arising from precautionary UCC financing statements regarding operating leases or consignments; and (k) 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, provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests (other than securities issued by Parent), whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its Permitted Discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of such Lien or Person’s business, provided Lender has consented to such Liens in writing before their creation and existence and the respective interests priority of Lessorsuch Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at all in form and substance satisfactory to Lender in its own expense, take sole discretion; (vii) Liens disclosed on Schedule 7.3; and (viii) Liens where the amount claimed by all such action as may be necessary lienholders to duly discharge any secure such Lien Liens does not excepted above if exceed $5,000 in the same shall arise at any time with respect to any Item of Equipmentaggregate.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens for Taxes not yet due or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; (iv) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.. 47 ARTICLE 17 REGISTRATION; PERFECTION OF OWNER’S TITLE; LIENS

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except For purposes hereof "PERMITTED LIENS" means (i) liens (including extensions and renewals thereto) upon property (whether real, personal, tangible or intangible) acquired after the respective rights Issue Date provided that any such lien shall not extend to or cover any acquired property or assets other than such item(s) of Owner, Lessor property or assets and Lessee as herein providedany improvements on such item(s); (ii) Lessor’s Liensany interest or title of a lessor in the property subject to any capitalized lease obligation or operating lease; (iii) Liens for Taxes liens on property of, or on shares of capital stock or indebtedness of, any person existing at the time such person becomes, or becomes a part of, the Issuer or any subsidiary of the Issuer; provided that such liens do not yet due extend to or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAPcover any property or assets of the Issuer or any subsidiary of the Issuer, other than the property or assets acquired; (iv) materialmen’sliens in favor of the Issuer or any subsidiary of the Issuer; (v) liens securing reimbursement obligations with respect to letters of credit secured by Issuer in the ordinary course of business that encumber cash deposits, mechanics’, workmen’s, repairmen’s, employees’ documents or other like Liens property relating to such letters of credit and the products and proceeds thereof; (vi) liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of products entered into by the Issuer or any of its subsidiaries in the ordinary course of business of the Issuer and its subsidiaries; (vii) liens securing the Issuer's obligations in respect of bankers' acceptances issued or created to facilitate the purchase, shipment or storage of inventory or other products in the ordinary course of business which are limited to the inventory or products related thereto; (viii) licenses, escrows or any security interests arising in the ordinary course of business and for amounts business, granted by the payment Issuer with respect to any intellectual property owned by the Issuer; (ix) liens encumbering property acquired by the Issuer upon the acquisition of which is either another entity subsequent to the Issue Date; provided, that, the Issuer has agreed to assume the indebtedness of such acquired entity; (x) liens securing other indebtedness hereinafter created in an amount (in the aggregate) not yet delinquent to exceed the sum of One Million Five Hundred Thousand Dollars ($1,500,000) plus the amount of credit provided to the Issuer by a bank, finance company or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising other institutional lender in the ordinary course of the lender's business as senior indebtedness; (xi) liens in existence on the Issue Date; (xii) liens securing assets acquired by the Issuer; provided such liens were in existence prior to the date of such acquisition by the Issuer; and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood xiii) purchase money liens on property of the sale, forfeiture, confiscation, distraint, seizure Issuer to finance or loss secure a portion of any Item the purchase price thereof provided that in each case such lien should be limited to the property so acquired and the indebtedness secured by the lien does not exceed the purchase price of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentproperty.

Permitted Liens. Lessee shall notThe words “Permitted Liens” mean: (a) liens and security interests securing indebtedness owed by Borrower to Lender; (b) involuntary liens which, directly individually or indirectlyin the aggregate, createwould not have a material adverse effect on the value of Lender’s security interests in any collateral granted by Borrower to Lender; (c) liens for taxes or other governmental or regulatory assessments which are not delinquent, incuror which are contested in good faith; (d) liens on any property held or acquired by Borrower: (i) securing indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property or (ii) existing on such property when acquired; provided, assume or suffer to exist any Lien on or that, with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) above, any such lien attaches solely to the respective rights property acquired with such indebtedness and the proceeds thereof, and that the principal amount of Ownersuch indebtedness does not exceed one hundred percent (100%) of the cost of such property (which cost shall include shipping, Lessor tax and Lessee as herein installation charges financed by the Person holding the lien); and further provided; , that with respect to (ii) Lessor’s Liensabove, any such Lien is confined to the equipment and proceeds of the equipment; (iiie) Liens for Taxes not yet due or being contested bankers’ liens, rights of setoff and similar liens incurred on deposits made in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAPthe ordinary course of business; (ivf) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’, landlords’ or other like Liens liens arising in the ordinary course of business and which are not delinquent for amounts the payment of which is either not yet delinquent more than 45 days or is are being contested in good faith by appropriate proceedings proceedings; (g) any judgment, attachment or similar lien, unless the judgment it secures has not been discharged or execution thereof effectively stayed and for bonded against pending appeal within 30 days of the entry thereof; (h) liens which adequate reserves have been approved by Lender in writing, (i) liens incurred or deposits made in accordance the ordinary course of Borrower’s business; (j) easements, reservations, rights-of-way, minor defects or irregularities in title and other similar charges or encumbrances affecting real property and not interfering in any material respect with GAAPthe ordinary conduct of Borrower’s business; (k) liens, deposits or if required pledges to contest secure the sameperformance of bids, adequate security has been posted by Lesseetenders, contracts (other than contracts for the payment of money); and (v) Liens for airport, navigationpublic or statutory obligations, and en-route charges surety, stay, appeal, indemnity, performance or other similar bonds or other similar obligations arising in the ordinary course of business and business; (l) liens on insurance proceeds in favor of insurance companies granted solely as security for amounts financed premiums; (m) liens that are not prior to Lender’s security interests that constitute customary rights of offset; (n) liens against any equity interest in any subsidiary of Borrower in favor of a person or persons providing debt financing to such subsidiary; (o) liens incurred in connection with the payment of which is either not yet delinquent extension, renewal or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood refinancing of the sale, forfeiture, confiscation, distraint, seizure or loss indebtedness secured by liens of any Item of Equipment or any interest therein in the course of any such proceedings, or as type described above; and (p) liens that are subordinated to Lender pursuant to a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary security agreement reasonably satisfactory to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentLender.

Permitted Liens. Lessee shall not, directly The words “Permitted Liens” (1) Any liens existing on the date of this Agreement and disclosed in writing to Lender or indirectly, create, incur, assume arising under this Agreement or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein providedRelated Documents; (ii2) Lessor’s Liens; (iii) Liens liens for Taxes taxes, fees, assessments or other governmental charges or levies, either not yet due delinquent or being contested in good faith by appropriate proceedings, provided the same have no priority over any of Bank’s security interests; (3) liens (i) upon or in any equipment acquired or held by Borrower or any of its Subsidiaries to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of such equipment, or (ii) existing on such equipment at the time of its acquisition, provided that the lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment; (4) liens to secure payment of workers’ compensation, employment insurance, old age pensions, social security or other like obligations incurred in the ordinary course of business; (5 ) liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 13.10; (6) liens in favor of other financial institutions arising in connection with accounts at such institutions to secure standard fees for services, but not arising in connection with financing made available by such institution, provided that the aggregate amount of such fees does not exceed $250,000; (7) carriers’ warehousemen’s, mechanics, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business which are not delinquent or which are being contested in good faith and by appropriate proceedings so long as and for which Borrower maintains adequate reserves are maintained with respect to such Taxes in accordance with GAAP; (iv8) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Borrower or any applicable Subsidiary; (9) materialmen’sleases or subleases and licenses or sublicenses granted to others in the ordinary course of business, mechanics’subject to Bank’s Security Interest in the Collateral, workmen’s, repairmen’s, employees’ and which do not interfere in any material respect with the business operations of the Borrower or any applicable Subsidiary; (10) liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (11) other like Liens liens not described above arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent having or is being contested in good faith by appropriate proceedings (not reasonably likely to have a Material Adverse Effect on Borrower and for which adequate reserves have been made in accordance with GAAPits Subsidiaries taken as a whole, or if required to contest on any of the same, adequate security has been posted by Lessee)Collateral; and (v12) Liens for airportliens incurred in connection with the extension, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent renewal or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood refinancing of the saleindebtedness secured by liens of the type described in clauses (1) through (3) above, forfeitureprovided that any extension, confiscationrenewal or replacement lien shall be limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, distraint, seizure renewed or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien refinanced does not excepted above if the same shall arise at any time with respect to any Item of Equipmentincrease.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume Create or suffer to exist any Lien on or with respect to this Lease, upon any Item of Equipment, title thereto or any interest thereinits Property, except the following (icollectively, “Permitted Liens”): (a) the respective rights Liens in favor of Owner, Lessor and Lessee as herein providedLender; (iib) Lessor’s LiensLiens securing Debt that is permitted under Section 9.2.1(c); (iiic) Liens for Taxes not yet due or being contested Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in good faith by appropriate proceedings so the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrower or its Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as adequate reserves such Liens are maintained at all times junior to Lender’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien Waivers or (ii) with respect to such Taxes in accordance with GAAPa non-material portion of the Collateral (other than Accounts); (ivg) Liens arising by virtue of a judgment or judicial order against Borrower or its Subsidiaries, or any Property of Borrower or its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers’, warehousemen’s, mechanics, materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ ’s or other like Liens arising in the ordinary course Ordinary Course of business and Business that are not overdue for amounts a period of more than 30 days or are being Properly Contested; (k) Liens securing the payment Term Debt; provided that such Liens are at all times subject to the terms of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee)Term Debt Intercreditor Agreement; and (vl) existing Liens for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentshown on Schedule 9.2.2.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral whether now owned or any interest thereinhereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its Permitted Discretion, (iviii) materialmen’s(A) statutory Liens of landlords and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its Permitted Discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of such Lien Person’s business, provided Lender has consented to such Liens in writing before their creation and existence and the priority of the Liens permitted by this clause (vi) and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in form and substance satisfactory to Lender in its Permitted Discretion; (vii) Liens disclosed on Schedule 7.3; (viii) easements, reservations, exceptions, rights-of-way, covenants, conditions, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or interfere with the respective interests ordinary conduct of Lessorbusiness by Borrower; and (ix) Liens in respect of any writ of execution, Owner attachment, garnishment, judgment or any Financing Party will be similarly adversely affected. Lessee shall promptlyaward in an amount less than $100,000, at if (a) the time for appeal or petition for rehearing has not expired, an appeal or appropriate proceeding for review is being prosecuted in good faith and a stay of execution pending such appeal or proceeding for review has been secured, or (b) the underlying claim is fully covered by insurance, the insurer has acknowledged in writing its own expenseresponsibility to pay such claim and no action has been taken to enforce such execution, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentattachment, garnishment, judgment or award.

Permitted Liens. Lessee shall notThe term “PERMITTED LIENS” means: (a) LIENS for taxes, directly assessments, or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item similar charges incurred in the ordinary course of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens for Taxes business that are not yet due and payable or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained compliance with respect to such Taxes the procedures set forth in accordance with GAAPSection 5.8 hereof; (ivb) materialmen’sLIENS in favor of the SECURED PARTIES; (c) any existing LIENS specifically described on Schedule 1.82 hereof; (d) any LIEN on specifically allocated money or securities to secure payments under workmen’s compensation, unemployment insurance, social security and other similar LAWS, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; (e) purchase money security interests in equipment (and security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) not to exceed, together with all purchase money security interests of the SUBSIDIARIES of the BORROWER, in aggregate amount outstanding at any one time the sum of Two Million Dollars ($2,000,000.00), provided that such purchase money security interests do not attach to any assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and the proceeds thereof; (f) interests of lessors under capital leases; (g) LIENS of carriers, warehousemen, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens materialmen and landlords arising in the ordinary course of business and for amounts the payment of which is either sums not yet delinquent overdue or is sums being diligently contested in good faith by appropriate proceedings (procedures and for which adequate reserves have been made set aside; (h) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies relating to real property owned or occupied by the BORROWER or its SUBSIDIARIES, in accordance each case not securing INDEBTEDNESS and not materially interfering with GAAP, the conduct of the business of the BORROWER or if required to contest the same, adequate security has been posted by Lessee)any of its SUBSIDIARIES; and (vi) Liens for airport, navigation, and en-route charges subsequently arising LIENS which are expressly approved in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood advance of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course creation of any such proceedings, or as a result of any such Lien or LIENS by the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentADMINISTRATIVE AGENT in writing.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, "Permitted Liens"): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens imposed by law for Taxes taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to such Taxes which adequate reserves or other appropriate provisions are being maintained by Borrower in accordance with GAAP; , (iviii) materialmen’s(A) statutory Liens of landlords (provided that any landlord at a location where books and records are kept has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by Borrower in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by --------------- Borrower of equipment in the normal course of business, provided that such -------- payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of such Lien or the respective interests of LessorPerson's business, Owner or any Financing Party will be similarly adversely affectedprovided Lender has -------- consented to such Liens in writing before their creation and existence; and (vii) Liens disclosed on Schedule 7.3. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.-------------

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) the respective rights of OwnerLiens securing taxes, Lessor assessments or governmental charges or levies for amounts that are not yet due and Lessee as herein provided; payable, (ii) Lessor’s Liens of suppliers, carriers, materialmen, warehousemen, workmen or mechanics and other similar Liens; (iii) Liens for Taxes not yet due , in each case imposed by law or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; (iv) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course of business and for amounts that are not yet due and payable; (iii) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, social security and other like laws (excluding Liens arising under ERISA); (iv) pledges or cash deposits made in the ordinary course of business (a) to secure the performance of bids, tenders, leases, sales or other trade contracts (other than for the repayment of borrowed money or the payment of which is either a deferred purchase price for property or services,) or (b) made in lieu of, or to secure the performance of, surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation); (v) Liens of landlords and mortgagees of landlords (a) with respect to any landlord, solely arising by statute or, with respect to any mortgagee arising by statute or under any contractual obligations entered into in the ordinary course of business, (b) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, (c) for amounts not yet delinquent due or is that are being contested in good faith by appropriate proceedings diligently conducted and (and d) for which adequate reserves have been made or other appropriate provisions are maintained on the books of such Person in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (vvi) Liens for airport, navigation, and ennon-route charges arising exclusive Intellectual Property licenses granted in the ordinary course of business business; (vii) Liens in favor of collecting banks arising under Section 4-210 of the UCC and other banker’s liens arising by operation of law; (viii) Liens on fixed assets securing purchase money Indebtedness permitted under Section 7.6; provided that, (a) such Lien attached to such assets concurrently, or within 20 days of the acquisition thereof, and only to the assets so acquired, and (b) a description of the asset acquired is furnished to Lender; (ix) Liens existing on the Closing Date and shown on Schedule “1.1(b)” attached hereto and made part hereof; and (x) Liens securing appeal bonds and judgments with respect to judgments that do not otherwise result in or cause an Event of Default. Permitted Tax Distributions – Distributions from ADC to Parent that meet each of the following conditions: (i) the amount of such Distributions for each fiscal quarter, and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPeach fiscal year on an aggregate basis, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not exceed (without duplication) the lesser of (A) the aggregate income tax liability for the applicable period of an affiliated, combined, consolidated or unitary group that includes Parent, ADC or any Subsidiary of ADC (or both ADC and one of more such Subsidiaries) and (B) the aggregate income tax liability that would be permitted determined for the applicable period if ADC filed tax returns as the common parent of an affiliated, combined, consolidated or unitary group that included only ADC and its Subsidiaries, provided, however that reasonable estimates of such amounts in (A) or (B) for each fiscal quarter with respect to contest estimated income taxes shall not violate this clause (i), (ii) Borrowers have not made any Lien if payment directly to the applicable Government Authority Person attributable to or in connection with the income tax liability to be paid by the proceeds of such contest gives rise Distributions, (iii) Parent shall actually use such Distributions to any reasonable likelihood pay the income tax liabilities of an affiliated, combined, consolidated or unitary group that includes Parent and one or more of the saleBorrowers within five (5) Business Days of receipt, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee and (iv) Parent shall promptly, at its own expensebut in no event more than five (5) Business Days of determining than an excess exists, take refund to ADC the excess of the amount of Distributions made for each such action fiscal quarter and fiscal year on aggregate basis over the income tax liability that would have been determined for each such period it Parent had filed tax returns as may be necessary the common parent of an affiliated, combined, consolidated or unitary group that included only Parent and Borrowers. Person – An individual, partnership, corporation, trust, limited liability company, limited liability partnership, unincorporated association or organization, joint venture or any other entity. Plan – An “Employee Pension Benefit Plan” (as defined in Section 3(2) of ERISA), a “voluntary employees’ beneficiary association” (within the meaning of Section 501(a)(9) of the Code, or a “welfare benefit fund” (within the meaning of Section 419 of the Code), which is maintained, or to duly discharge which contributions are, or are required to be, made, by any such Lien not excepted above if Loan Party, any Loan Party’s Subsidiaries or any ERISA Affiliate, except a Multiemployer Plan. Pledge Agreement – That certain collateral pledge agreement executed by Parent and ADC in favor of Lender on or prior to the same shall arise at any time with respect Closing Date, in form and substance satisfactory to any Item of EquipmentLender.

Permitted Liens. Lessee No Credit Party shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its Permitted Discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’sand materialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its Permitted Discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any such Lien or limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, and (vi) Liens disclosed on Schedule 7.3 to the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentDisclosure Schedule.

Permitted Liens. Lessee Guarantor shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipmentits properties or assets, title thereto whether now owned or any interest thereinhereafter acquired, except the following (collectively, "PERMITTED LIENS"): (i) Liens under the respective rights Loan Documents or the Guarantor Revolving Credit Loan Documents or otherwise arising in favor of Owner, Lessor and Lessee as herein providedLender or the Guarantor Revolving Credit Lender; (ii) Lessor’s Liens; (iii) Liens imposed by law for Taxes taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; (iv) materialmen’sstatutory Liens of landlords (provided, that with respect to any landlord for leased locations acquired after the Closing Date, Borrower shall have used reasonable efforts (which shall not include the unreasonable payment of money) in accordance with the terms of Section 5.3.12 hereof, to cause such landlord to execute a Landlord Waiver and a memorandum of lease in form and substance reasonably satisfactory to Agent in its commercially reasonable discretion, provided, further, in the event Borrower is unable to obtain any such Landlord Waiver and/or memorandum of lease, Borrower shall maintain a duplicate up to date set of any books and records maintained at the location related to the real property owned by the applicable landlord at a location owned by Borrower or with respect to which a Landlord Waiver reasonably satisfactory to Agent shall have been obtained) and of carriers, warehousemen, mechanics’, workmen’s, repairmen’s, employees’ materialmen and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts; (vi) purchase money Liens and Liens securing Capitalized Lease Obligations (A) securing Indebtedness permitted under Section 5.3.2(c), or (B) in connection with the purchase by such Person of assets in the normal course of business, provided that (x) such payables shall not exceed any such Lien or the respective interests of Lessor, Owner or any Financing Party will limits on Indebtedness provided for herein and shall otherwise be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time Permitted Indebtedness hereunder and (y) with respect to Indebtedness incurred pursuant to Section 5.3.2(c)(ii) such Liens shall not extend to or cover any Item property of EquipmentGuarantor other than the property being acquired and improvements thereon or which is the subject of the applicable Capital Lease, (vii) easements, rights-of-way, restrictions and other similar encumbrances which do not materially interfere with the conduct of the business of Guarantor; (viii) any intercompany Liens between a Subsidiary Borrower or Guarantor on the one hand and another Subsidiary Borrower or Guarantor on the other; (ix) any interest or title of a lessor under a operating lease; (x) Liens pursuant to Subordinated Debt; (xi) Liens securing the Priority Claims; (xii) the Vendors' Lien in accordance with the Plan of Reorganization so long as the amount secured does not exceed $8,000,000 and is otherwise subject to the Revolving Loan Documents; (xiii) Liens securing Class 10 Deferred Obligations and Continuing Creditor Deferred Obligations in accordance with the Plan of Reorganization so long as the amount secured does not exceed $25,000,000 and is otherwise subject to the Revolving Loan Documents; and (xiv) Liens disclosed on SCHEDULE 5.3.3.

Permitted Liens. Lessee Neither Obligor shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, "Permitted Liens"): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Lien or Liens are subordinated to the respective interests Liens in favor of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary Lender pursuant to duly discharge any such Lien not excepted above if the same shall arise at any time with respect a written agreement acceptable to any Item of EquipmentLender; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee MATERIAL ADVERSE EFFECT means, with reference to the Company or the Subsidiary, a material adverse effect on the condition (financial or otherwise), operations, business, assets, or prospects of the Company or the Subsidiary, or on its ability to consummate the transactions hereby contemplated. OTHER SUBSIDIARY shall notmean any corporation, partnership, joint venture, association or other business entity at least fifty percent (50%) of the outstanding equity interests of which is at the time owned or controlled, directly or indirectly, create, incur, assume or suffer to exist any Lien on or by the Company (other than with respect to this Leasethe Subsidiary), any Item or by Subsidiary, or by one or more of Equipment, title thereto such Other Subsidiary entities or any interest therein, except both. OWNERSHIP THRESHOLD shall have the meaning set forth in the first paragraph of Section 7. PERMITTED LIENS shall mean (i) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iiia) Liens for Taxes taxes and assessments or governmental charges or levies not yet at the time due or in respect of which the validity thereof shall currently be contested in good faith by appropriate proceedings conducted with due diligence and for the payment of which the Company, Subsidiary or Other Subsidiary has furnished adequate security; (b) Liens in respect of pledges or deposits under workers' compensation laws or similar legislation, carriers', warehousemen's, mechanics', laborers' and materialmen's and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained conducted with respect to such Taxes in accordance with GAAP; (iv) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course of business due diligence and for amounts the payment of which is either not yet delinquent the Company, Subsidiary or is being contested in good faith by appropriate proceedings (and for which Other Subsidiary has furnished adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee)security; and (vc) statutory Liens for airportincidental to the conduct of the business of the Company, navigation, Subsidiary or any Other Subsidiary which were not incurred in connection with the borrowing of money or the obtaining of advances or credits and en-route charges arising which do not in the ordinary course aggregate materially detract from the value of business and for amounts its property or materially impair the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein use thereof in the course operation of any its business; and (d) purchase money liens or security interests securing the cost of acquisition of assets subject to such proceedingsliens or security interests. PERSON shall include all natural persons, or as a result of any such Lien or corporations, business trusts, associations, companies, partnerships, joint ventures and other entities and governments, agencies and political subdivisions. PLAN shall have the respective interests of Lessormeaning ascribed to it in Section 3.1 hereof. PROPRIETARY INFORMATION shall have the meaning ascribed thereto in Section 3.16, Owner or any Financing Party will be similarly adversely affectedabove. Lessee PROPRIETARY INFORMATION AGREEMENT shall promptly, at its own expense, take such action as may be necessary have the meaning ascribed to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentit in Section 3.19 hereof.

Permitted Liens. Lessee As used in this Agreement "Permitted Liens" --------------- shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except mean (i) any Encumbrances disclosed on the respective rights of Owner, Lessor and Lessee as herein providedBalance Sheet or on Schedule 5.10(e); (ii) Lessor’s Liens; liens for Taxes which are not yet due and payable or delinquent or which are being contested by Devnet in good faith and, with respect to which adequate provision has been made by Devnet on its financial statements (whether or not required to be disclosed under GAAP), (iii) Liens for Taxes not yet due or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; (iv) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising liens incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance and for amounts the payment other types of which is either not yet delinquent social security benefits; (iv) mechanics', carriers', workmen's, repairmen's, suppliers', vendors' or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, other like liens arising out of or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising incurred in the ordinary course of business business; (v) liens arising under original purchase price conditional sales contracts and for amounts equipment leases with third parties entered into in the payment ordinary course of which is either not yet delinquent business; (vi) liens created by or existing from any litigation or legal proceeding that is being contested in good faith by appropriate proceedings Devnet; (vii) any Encumbrances not created by Devnet which attach to or affect all or any portion of the fee or other estate of any landlord owning Leased Real Property (collectively, "Landlord Encumbrances"); (viii) extensions, renewals or replacements of any lien for money borrowed by Devnet, provided that the amount of the obligations secured thereby is not increased and for that any such extension, renewal or replacement is limited to the property originally encumbered thereby; (ix) rights of landlords which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise are parties to any reasonable likelihood of the saleagreements listed on Schedule 5.1(a), forfeitureincluding all liens, confiscationclaims and other rights arising under such agreements; (x) rights of parties arising out of contracts and agreements listed on Schedule 5.1(c) between Devnet and any owners or property managers or between Devnet and any telecommunications or data service providers, distraintcable television providers or similar providers; and (xi) rights of landlords or property managers, seizure telecommunications or loss of any Item of Equipment data service providers, cable television providers or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time similar providers with respect to any Item of Equipmentcontracts, agreements, leases and licenses which Devnet may hereafter enter into with such parties in compliance with Article VII.

Permitted Liens. Lessee shall notThe term PERMITTED LIENS means: (a) liens for taxes, directly assessments, or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item similar charges incurred in the ordinary course of Equipment, title thereto or any interest therein, except business that are (i) the respective rights of Owner, Lessor not yet due and Lessee as herein provided; payable or (ii) Lessor’s Liens; (iii) Liens for Taxes not yet due or and payable but are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAPthe terms and conditions of Section 6.8 hereof, provided that, in the case of liens under this clause (ii), a reserve against the BORROWING BASE shall have been established in the amount of the claims for any such taxes, assessments, or similar charges; (ivb) materialmen’sliens in favor of the LENDER; (c) any existing liens specifically described on Schedule 1.82 hereof; (d) any lien on specifically allocated money or securities to secure payments under workers compensation, unemployment insurance, social security and other similar LAWS, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or appeal bonds, or to secure leases, or indemnity, performance or other similar bonds in the ordinary course of business; (e) purchase money security interests for EQUIPMENT not to exceed in aggregate amount outstanding at any one time the sum of Fifty Thousand Dollars ($50,000.00), provided that such purchase money security interests do not attach to any assets other than the specific item(s) of EQUIPMENT acquired with the proceeds of the loan secured by such purchase money security interests; (f) statutory liens of landlords, carriers, warehousemen, mechanics’, workmen’s, repairmen’s, employees’ or materialmen and other like Liens arising similar liens imposed by LAW which are incurred in the ordinary course of business and for amounts sums not more than thirty (30) days delinquent or the payment validity of which is either not yet delinquent or is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, the outcome of such contest proceedings, if adversely determined, could not have a material adverse effect on any of the BORROWERS or the GUARANTORS, such contest proceedings have the effect of preventing the forfeiture or sale of such property subject to such liens, and reserves satisfactory to the LENDER against the BORROWING BASE shall have been established for payment of such sums, fees and expenses for which any of the BORROWERS would be liable if unsuccessful in such contest; and provided that such liens do not, in any case, materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the BORROWERS; (g) easements, rights-of-way, restrictions and other similar charges or encumbrances which, in the aggregate, are not material in amount, and which in any case do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the BORROWERS; (h) liens securing judgments, but only to the extent, for an amount, and for which adequate reserves have been made a period not resulting in accordance with GAAP, a DEFAULT or if required to contest the same, adequate security has been posted by Lessee)an EVENT OF DEFAULT; and (vi) Liens for airport, navigation, and en-route charges subsequently arising liens which are expressly approved by the LENDER in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested writing in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood advance of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course creation of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentliens.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any such Lien or the respective interests of Lessorlimits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentand (vi) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee Purchaser shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Acquisition Documents or otherwise arising in favor of OwnerSeller, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Seller in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Seller) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Seller in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Lien or Liens are subordinated to the respective interests Liens in favor of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action Seller pursuant to a written agreement acceptable to Seller; (vii) Liens disclosed on Schedule 7.3; and (viii) Liens in favor of Capital Source granted pursuant to the “Security Documents” (as may be necessary to duly discharge any such Lien not excepted above if defined in the same shall arise at any time with respect to any Item of EquipmentCredit Agreement).

Permitted Liens. Trustor and Operating Lessee shall not, directly or indirectly, be allowed to create, incur, assume or suffer to exist any Lien on or otherwise permit the following encumbrances or other liens with respect to this Lease, any Item the Property (“Permitted Liens”) subject to the terms of Equipment, title thereto or any interest therein, except the Loan Documents as to priority thereof: (i) the respective rights of Ownerliens and security interests created by the Loan Documents, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by Beneficiary as of the Execution Date (“Permitted Exceptions”) (iii) Liens liens, if any, for Taxes Impositions not yet due and payable or delinquent or which are being diligently contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; the terms and conditions of Section 2.4 of the Deed of Trust, (iv) liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, mechanics’repairmen’s and other similar liens arising in the ordinary course of business, workmen’sand liens for workers’ compensation, repairmen’sunemployment insurance and similar programs, employees’ or other like Liens in each case arising in the ordinary course of business and for amounts the payment of which is are either not yet delinquent due and payable or is being diligently contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPthe Deed of Trust, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airportLeases and the Management Agreement, navigation(vi) easements, and en-route charges arising rights of way, or restrictions incurred or entered into by Trustor and/or Operating Lessee as applicable in the ordinary course of business business, which in each case could not be reasonably expected to have a material adverse effect, do not diminish in any material respect the value of the Property or affect in any material respect the validity, enforceability or priority of the liens created by the Loan Documents, (vii) liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and for amounts notwithstanding the payment introductory clause to Section 10.6 to the contrary, is not secured by other portions of the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Trustor and/or Operating Lessee as applicable is either not yet delinquent or is being contested in good faith by appropriate proceedings a party, (and for which adequate reserves ix) any judgment lien provided that the judgment it secures shall have been made in accordance with GAAP, discharged of record or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the sale, forfeiture, confiscation, distraint, seizure or loss expiration of any Item stay, as applicable in either case provided there is no imminent risk of Equipment forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Beneficiary has approved or any interest therein may approve in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentwriting.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, "Permitted Liens"): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to such Taxes which adequate reserves or other appropriate provisions are being maintained by Borrower in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by Borrower in accordance with GAAPGAAP to the satisfaction of Lender in its Permitted Discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by Borrower of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of the Borrower's business, provided Lender has consented to such Lien or Liens in writing before their creation and existence and the respective interests priority of Lessorsuch Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at all in form and substance satisfactory to Lender in its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentPermitted Discretion; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, "Permitted Liens"): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens imposed by law for Taxes taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its Permitted Discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its Permitted Discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of such Lien or Person's business, provided Lender has consented to such Liens in writing before their creation and existence and the respective interests priority of Lessorsuch Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptlyall in form and substance satisfactory to Lender in its sole discretion, at its own expense(vii) Liens pursuant to Permitted Subordinated Debt in accordance with the terms of the Subordination Agreement, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentand (viii) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipmentthe Collateral, title thereto any of its membership interests in the Joint Venture (including any rights to receive profits or distributions) or any interest thereinof its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing the MHR Subordinated Debt, (vii) Liens consisting of pledges of Borrower’s membership interests in the Joint Venture solely to lenders to the Joint Venture as long as (a) the terms and conditions of any documents, agreements and other instruments relating to such Lien or the respective interests of Lessor, Owner financing do not violate this Agreement or any Financing Party will be similarly adversely affected. Lessee of the other Loan Documents and (b) such financing is non-recourse to Borrower, any Guarantor and any of their properties and assets (other than such membership interests) and (viii) Liens disclosed on Schedule 7.3; provided, that the Lien in favor of Gilbraltar Bank, FSB shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect extend to any Item additional collateral or secure any Indebtedness in excess of Equipment$300,000.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) a Lessor’s LiensLien; (iii) Liens for Taxes not yet due or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; (iv) inchoate materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood possibility of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner Lessor or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.. *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens on or with respect Property of Borrower and its Restricted Subsidiaries existing on the Closing Date and set forth on Schedule 10.2.2; provided, that such Liens shall secure only those obligations that they secure on the Closing Date (and extensions, renewals and Refinancings of such obligations permitted by Section 10.2.1(a)) and shall not subsequently apply to this Lease, any Item other Property of Equipment, title thereto Borrower or any interest thereinof its Restricted Subsidiaries; (b) any Lien created under the Loan Documents (or otherwise securing the Obligations) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; (c) any Lien on any Property of Borrower or any Restricted Subsidiary securing Debt or Permitted Refinancing Debt permitted by Section 10.2.1(h); provided, except that (i) such Lien does not apply to any other Property of Borrower or any Restricted Subsidiary not securing such Debt at the respective rights date of Ownerthe acquisition of such Property (other than after-acquired property subjected to a Lien securing Debt and other obligations incurred prior to such date and which Debt and other obligations are permitted hereunder that require a pledge of after-acquired property, Lessor and Lessee as herein provided; it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (ii) Lessor’s Liens; such Lien is not created in contemplation of or in connection with such acquisition and (iii) in the case of a Lien securing Permitted Refinancing Debt, such Lien is permitted in accordance with clause (e) of the definition of the term “Permitted Refinancing Debt”; (d) Liens for Taxes Taxes, assessments or other governmental charges or levies not yet due delinquent or that are being contested in good faith by appropriate proceedings so long as diligently conducted and for which adequate reserves are maintained with respect to such Taxes have been provided in accordance with GAAP; (ive) materialmenLiens imposed by law (including, without limitation, Liens in favor of customers for equipment under order or in respect of advances paid in connection therewith) such as landlord’s, carriers’, warehousemen’s, mechanics’, workmenmaterialmen’s, repairmen’s, employees’ construction or other like Liens arising in the ordinary course of business and for amounts the payment of which is either securing obligations that are not yet delinquent overdue by more than 45 days or is that are being contested in good faith by appropriate proceedings (and for which in respect of which, if applicable, Borrower or any Restricted Subsidiary shall have set aside on its books adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.;

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume Create or suffer to exist any Lien on or with respect to this Lease, upon any Item of Equipment, title thereto or any interest thereinits Property, except the following (icollectively, “Permitted Liens”): (a) the respective rights Liens in favor of Owner, Lessor and Lessee as herein providedAgent; (iib) Lessor’s LiensPurchase Money Liens securing Permitted Purchase Money Debt; (iiic) Liens for Taxes not yet due or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA or the Code with respect to any Pension Plan or Multiemployer Plan) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Taxes in accordance with GAAPLiens do not materially impair the value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary; (ive) materialmen’sLiens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, mechanics’bids, workmen’scontracts, repairmen’sstatutory obligations and other similar obligations, employees’ as long as such Liens are at all times junior to Agent’s Liens and are required or other like provided by law; (f) Liens arising in the ordinary course Ordinary Course of business and for amounts the payment Business that are subject to Lien Waivers; (g) Liens arising by virtue of which is either not yet delinquent a judgment or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPjudicial order against any Borrower or Subsidiary, or if required to contest the sameany Property of a Borrower or Subsidiary, adequate security has been posted by Lessee); as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (vii) Liens for airportat all times junior to Agent’s Liens; (h) easements, navigationrights-of-way, restrictions, covenants or other agreements of record, and en-route other similar charges arising or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in the ordinary course favor of business depository institutions, and for amounts the payment Liens of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein a collecting bank on Payment Items in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.collection; 101 117877022_2

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume Create or suffer to exist any Lien on or with respect to this Lease, upon any Item of Equipment, title thereto or any interest thereinits Property, except the following (icollectively, “Permitted Liens”): (a) the respective rights Liens in favor of Owner, Lessor and Lessee as herein providedAgent; (iib) Lessor’s LiensPurchase Money Liens securing Purchase Money Debt that is permitted under Section 9.2.1(c); (iiic) Liens for Taxes not yet due or being contested Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in good faith by appropriate proceedings so the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (j) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as adequate reserves such Liens are maintained with respect at all times junior to such Taxes in accordance with GAAPAgent’s Liens and are required or provided by Law; (ivf) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course Ordinary Course of business and for amounts the payment Business that are subject to Lien Waivers; (g) Liens arising by virtue of which is either not yet delinquent a judgment or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPjudicial order against any Borrower or Subsidiary, or if required to contest the sameany Property of a Borrower or Subsidiary, adequate security has been posted by Lessee); as long as such Liens are (i) in existence for less than twenty (20) consecutive days or being Properly Contested, and (vii) Liens for airportat all times junior to Agent’s Liens; (h) easements, navigationrights-of-way, restrictions, covenants or other agreements of record, and en-route other similar charges arising or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in the ordinary course favor of business depository institutions, and for amounts the payment Liens of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein a collecting bank on Payment Items in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentcollection; and (k) existing Liens shown on Schedule 9.2.2.

Permitted Liens. Lessee shall notAs used herein, directly "Permitted Liens" means any of the following: (a) liens for taxes, assessments and governmental charges or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except levies (i) the respective rights of Owner, Lessor and Lessee as herein provided; not yet in default or (ii) Lessor’s Liens; (iii) Liens for Taxes not yet due or that are being contested in good faith and by appropriate proceedings so long as adequate diligently conducted, provided that in the case of liens under this clause (ii), reserves are maintained with respect to such Taxes or other -------- appropriate provisions shall have been established therefor in accordance with generally accepted accounting principles ("GAAP; ") and enforcement of any such liens shall have been effectively stayed or fully bonded pending the final determination of such proceeding, (ivb) liens imposed by law, such as materialmen’s's, mechanics’' carriers', workmen’s, 's and repairmen’s, employees’ or 's liens and other like Liens similar liens arising in the ordinary course of business and securing obligations that are not overdue for amounts the payment a period of which is either not yet delinquent more than 60 days or is which, if overdue, are being contested in good faith and by appropriate proceedings (and for which adequate diligently conducted, provided that reserves or other appropriate provisions shall have -------- been made established therefor in accordance with GAAPGAAP and enforcement of any such lien is effectively stayed or fully bonded pending the final determination of such proceeding, (c) pledges or if required deposits to contest the samesecure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, adequate security has been posted zoning restrictions or other restrictions, rights- of-way, minor encroachments, covenants or encumbrances on real property imposed by Lessee); and (v) Liens for airport, navigation, and en-route charges law or arising in the ordinary course of business that do not arise out of the incurrence of any indebtedness and for amounts that do not and could not reasonably be expected to materially detract from the payment value of which the affected property or interfere materially with the ordinary conduct of business of the Company or materially impair the use thereof to the indebtedness; (e) judgments and other similar liens arising in connection with court proceedings in an amount not in excess of $50,000, provided the execution or other enforcement of such liens is either not yet delinquent effectively stayed or is fully bonded pending the final determination of the proceeding referred to below and the claims secured thereby are being contested in good faith and by appropriate proceedings proceedings; and (and for which adequate reserves have been f) liens (other than liens created or imposed under the Employee Retirement Income Security Act of 1974, as amended) incurred or deposits made in accordance the ordinary course of business in connection with GAAPworkers' compensation, unemployment insurance and other types of social security, or if required to contest secure the sameperformance of tender, adequate security has been posted by Lessee). Lessee shall not be permitted to contest statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive in any Lien if such contest gives rise to any reasonable likelihood case of obligations incurred in connection with the sale, forfeiture, confiscation, distraint, seizure or loss borrowing of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien money or the respective interests obtaining of Lessoradvances or credit) and (g) liens of General Electric Capital Corporation pursuant to the Master Security Agreement dated February 4, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment1997.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens imposed by law for Taxes taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment and related accessories, including software, programs and similar items, in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of such Lien or Person’s business, provided Lender has consented to such Liens in writing before their creation and existence and the respective interests priority of Lessorsuch Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptlyall in form and substance satisfactory to Lender in its sole discretion, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentand (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, "Permitted Liens"): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any such Lien or the respective interests of Lessorlimits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentand (vi) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee shall notCreate, directly or indirectly, create, incur, assume incur or suffer to exist any Lien on upon or with respect to this Leaseany of its Property, any Item of Equipmentwhether now owned or hereafter acquired, title thereto file or authorize the filing under Uniform Commercial Code or any interest thereinRequirement of Law of any jurisdiction, except a financing statement (ior the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the respective rights equivalent thereof) other than, as to all of Ownerthe above, Lessor the following (collectively, “Permitted Liens”): (a) Liens in favor of Lender and Lessee as herein providedSecured Parties; (iib) Lessor’s LiensLiens securing Debt that is permitted under Section 9.2.1(c); (iiic) Liens for Taxes not yet due or being contested Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in good faith by appropriate proceedings so the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Topco or its Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as adequate reserves such Liens are maintained at all times junior to Lender’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien Waivers or (ii) with respect to such Taxes in accordance with GAAPa non-material portion of the Collateral (other than Accounts or Inventory); (ivg) Liens arising by virtue of a judgment or judicial order against Topco or its Subsidiaries, or any Property of Topco or its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers’, warehousemen’s, mechanics, materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ ’s or other like Liens arising in the ordinary course Ordinary Course of business Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and for amounts the revenue authorities arising as a matter of law which secure payment of which is either customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet delinquent or is being contested in good faith by appropriate proceedings due; (n) existing Liens shown on Schedule 9.2.2. and for which adequate reserves have been made in accordance with GAAPreplacement Liens on the property subject to such Liens, or if required but only to contest the sameextent that the amount of debt secured thereby, adequate security has been posted by Lessee)and the property secured thereby, shall not be increased; and (vo) Liens for airportin favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory. [SIC] A&R Loan, navigation, Security and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.Guaranty Agreement

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume Create or suffer to exist any Lien on or with respect to this Lease, upon any Item of Equipment, title thereto or any interest thereinits Property, except the following (icollectively, “Permitted Liens”): (a) the respective rights Liens in favor of Owner, Lessor and Lessee as herein providedAgent; (iib) Lessor’s LiensPurchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (iiic) Liens for Taxes not yet due or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAPProperly Contested; (ivd) materialmen’sstatutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, mechanics’but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, workmen’sand (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or its Domestic Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, repairmen’sbids, employeesleases, contracts, licenses, statutory obligations and other similar obligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or other like indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising in the ordinary course Ordinary Course of business and Business that are subject to Lien Waivers; (g) Liens securing judgments for amounts the payment of which is either money not yet delinquent constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigationother agreements of record, and en-route other similar charges arising or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in the ordinary course favor of business depository institutions, and for amounts the payment Liens of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein a collecting bank on Payment Items in the course of any such proceedingscollection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or as a result renewal of any such Lien permitted by clause (j), above upon or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if in the same shall arise property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) Liens on Property not constituting Collateral that secured Debt permitted under Section 10.2.1(n); (m) Liens existing on Property (other than Accounts and Inventory) at any the time with respect of its acquisition by an Obligor pursuant to any Item a Permitted Acquisition, so long as such Liens are not created in contemplation of Equipment.such Acquisition; (n) Liens arising from precautionary UCC financing statements or similar filings;

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, "PERMITTED LIENS"): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens imposed by law for Taxes taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are and being maintained with respect to by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of such Lien or Person's business, provided Lender has consented to such Liens in writing before their creation and existence and the respective interests priority of Lessorsuch Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at all in form and substance satisfactory to Lender in its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentsole discretion; in (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iiia) Liens for Taxes taxes, assessments or other governmental charges the payment of which is not yet due or being contested in good faith at the time required by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAPsection 9.3; (ivb) materialmen’sstatutory Liens of landlords and Liens of carriers, mechanics’warehousemen, workmen’s, repairmen’s, employees’ or other like Liens arising mechanics and materialmen incurred in the ordinary course of business and for amounts sums not yet due or the payment of which is either not yet delinquent or is being contested in good faith at the time required by appropriate proceedings section 9.3; (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (vc) Liens for airport, navigation, and en-route charges arising (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and for amounts other types of social security, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each, case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of which is either not yet delinquent the deferred purchase price of property; (d) any attachment or is being contested in good faith by appropriate proceedings (and for which adequate reserves judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been made in accordance with GAAPdischarged or execution thereof stayed pending appeal, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of have been discharged within 60 days after the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course expiration of any such proceedingsstay; (e) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, in each case incidental to, and not interfering with, the ordinary conduct of the business of the Company or any Subsidiary; and (f) Liens existing on the date of this Agreement and securing Debt of the Company and its Subsidiaries referred to in Schedule D. Person: a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a government or political subdivision thereof or a governmental agency. Plan: an "employee pension benefit plan" (as defined in section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company or any of its Related Persons, or an employee pension benefit plan as to which the Company or any of its Related Persons would be treated as a result contributory sponsor under section 4069 of ERISA if it were to be terminated. Public Offering: the issuance by the Company in an initial registered public offering under the Securities Act of shares of its Common Stock. Purchaser: the party to this Agreement purchasing the number of shares opposite its name in Schedule A, and each subsequent holder from time to time of any of such Lien or shares of the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentSeries B Preferred Stock.

Permitted Liens. Borrower and Operating Lessee shall not, directly or indirectly, be allowed to create, incur, assume or suffer to exist any Lien on or otherwise permit the following encumbrances or other liens with respect to this Lease, any Item the Property (“Permitted Liens”) subject to the terms of Equipment, title thereto or any interest therein, except the Loan Documents as to priority thereof: (i) the respective rights of Ownerliens and security interests created by the Loan Documents, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by Lender as of the Execution Date (“Permitted Exceptions”) (iii) Liens liens, if any, for Taxes Impositions not yet due and payable or delinquent or which are being diligently contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; the terms and conditions of Section 2.4 of the Mortgage, (iv) liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, mechanics’repairmen’s and other similar liens Table of Contents arising in the ordinary course of business, workmen’sand liens for workers’ compensation, repairmen’sunemployment insurance and similar programs, employees’ or other like Liens in each case arising in the ordinary course of business and for amounts the payment of which is are either not yet delinquent due and payable or is being diligently contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPthe Mortgage, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airportLeases and the Management Agreement, navigation(vi) easements, and en-route charges arising rights of way, or restrictions incurred or entered into by Borrower and/or Operating Lessee as applicable in the ordinary course of business business, which in each case could not be reasonably expected to have a material adverse effect, do not diminish in any material respect the value of the Property or affect in any material respect the validity, enforceability or priority of the liens created by the Loan Documents, (vii) liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and for amounts notwithstanding the payment introductory clause to Section 10.6 to the contrary, is not secured by other portions of the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Borrower and/or Operating Lessee as applicable is either not yet delinquent or is being contested in good faith by appropriate proceedings a party, (and for which adequate reserves ix) any judgment lien provided that the judgment it secures shall have been made in accordance with GAAP, discharged of record or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the sale, forfeiture, confiscation, distraint, seizure or loss expiration of any Item stay, as applicable in either case provided there is no imminent risk of Equipment forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Lender has approved or any interest therein may approve in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentwriting.

Permitted Liens. Lessee shall notThe term “PERMITTED LIENS” means: (a) LIENS for taxes, directly assessments, or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item similar charges incurred in the ordinary course of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens for Taxes business that are not yet due and payable or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained compliance with respect to such Taxes the procedures set forth in accordance with GAAPSection 5.8 hereof; (ivb) materialmen’sLIENS in favor of the SECURED PARTIES; (c) any existing LIENS specifically described on Schedule 1.81 hereof; (d) any LIEN on specifically allocated money or securities to secure payments under workmen’s compensation, unemployment insurance, social security and other similar LAWS, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; (e) purchase money security interests in equipment (and security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) not to exceed, together with all purchase money security interests of the SUBSIDIARIES of the BORROWER, in aggregate amount outstanding at any one time the sum of Two Million Dollars ($2,000,000.00), provided that such purchase money security interests do not attach to any assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and the proceeds thereof; (f) interests of lessors under capital leases; (g) LIENS of carriers, warehousemen, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens materialmen and landlords arising in the ordinary course of business and for amounts the payment of which is either sums not yet delinquent overdue or is sums being diligently contested in good faith by appropriate proceedings (procedures and for which adequate reserves have been made set aside; (h) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies relating to real property owned or occupied by the BORROWER or its SUBSIDIARIES, in accordance each case not securing INDEBTEDNESS and not materially interfering with GAAP, the conduct of the business of the BORROWER or if required to contest the same, adequate security has been posted by Lessee)any of its SUBSIDIARIES; and (vi) Liens for airport, navigation, and en-route charges subsequently arising LIENS which are expressly approved in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood advance of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course creation of any such proceedings, or as a result of any such Lien or LIENS by the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentREQUIRED LENDERS in writing.

Permitted Liens. Borrower and Operating Lessee shall not, directly or indirectly, be allowed to create, incur, assume or suffer to exist any Lien on or otherwise permit the following encumbrances or other liens with respect to this Lease, any Item the Property (“Permitteed Liens”) subject to the terms of Equipment, title thereto or any interest therein, except the Loan Documents as to priority thereof: (i) the respective rights of Ownerliens and security interests created by the Loan Documents, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by Lender as of the Execution Date (“Permitted Exceptions”) (iii) Liens liens, if any, for Taxes Impositions not yet due and payable or delinquent or which are being diligently contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; the terms and conditions of Section 2.4 of the Mortgage, (iv) liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, mechanics’repairmen’s and other similar liens arising in the ordinary course of business, workmen’sand liens for workers’ compensation, repairmen’sunemployment insurance and similar programs, employees’ or other like Liens in each case arising in the ordinary course of business and for amounts the payment of which is are either not yet delinquent due and payable or is being diligently contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPthe Mortgage, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airportLeases and the Management Agreement, navigation(vi) easements, and en-route charges arising rights of way, or restrictions incurred or entered into by Borrower and/or Operating Lessee as applicable in the ordinary course of business business, which in each case could not be reasonably expected to have a material adverse effect, do not diminish in any material respect the value of the Property or affect in any material respect the validity, enforceability or priority of the liens created by the Loan Documents, (vii) liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and for amounts notwithstanding the payment introductory clause to this Section 10.7 to the contrary, is not secured by the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Borrower and/or Operating Lessee as applicable is either not yet delinquent or is being contested in good faith by appropriate proceedings a party, (and for which adequate reserves ix) any judgment lien provided that the judgment it secures shall have been made in accordance with GAAP, discharged of record or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the sale, forfeiture, confiscation, distraint, seizure or loss expiration of any Item stay, as applicable in either case provided there is no imminent risk of Equipment forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Lender has approved or any interest therein may approve in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentwriting.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, "PERMITTED LIENS"): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any such Lien or the respective interests limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder,; (vi) Liens in favor of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentan Equipment Lender and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) Liens existing on the respective rights date of Owner, Lessor and Lessee this Agreement as herein providedshown on Exhibit E; (ii) Lessor’s Liens; (iii) Liens for Taxes taxes, assessments, governmental charges or claims which are not yet due delinquent or which are being contested in good faith by appropriate proceedings so long promptly instituted and diligently conducted and if a reserve or other appropriate provision, if any, as adequate reserves are maintained shall be required in conformity with respect to such Taxes in accordance with GAAPGAAP shall have been made therefor; (iviii) materialmen’sstatutory Liens of landlords and carriers, warehousemen, mechanics’, workmen’ssuppliers, repairmen’smaterialmen, employees’ repairmen or other like Liens arising in the ordinary course of business and for with respect to amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (proceedings, and for which adequate reserves if a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee)therefor; and (viv) Liens for airport(other than any Lien imposed by the Employee Retirement Income Security Act of 1974, navigation, and en-route charges arising as amended) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security; (v) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business (exclusive of obligations for amounts the payment of which is either borrowed money); (vi) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not yet delinquent or is being contested interfering in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance any material respect with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood business of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment Borrower or any interest therein of its Subsidiaries incurred in the ordinary course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time business; (vii) Liens securing reimbursement obligations with respect to documentary letters of credit which encumber documents and other property relating to such letters of credit and the products and proceeds thereof; (viii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (ix) judgment and attachment Liens not giving rise to a Potential Event of Default or an Event of Default; (x) leases or subleases granted to others not interfering in any Item material respect with the business of Equipmentthe Borrower or any of its Subsidiaries; (xi) customary Liens securing indebtedness under interest rate protection agreements and foreign currency hedging arrangements; (xii) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrower; (xiii) any interest or title of a lessor in the property subject to any capital lease obligation or operating lease entered into by the Borrower in the ordinary course of business provided that the incurrence of any related indebtedness is permitted by this Agreement; (xiv) Liens of banks in funds on deposit with such banks; (xv) Equipment liens reasonable and customary to the Borrower's business not to exceed $500,000 in the aggregate; and (xvi) extensions, renewals or regranting of any Liens referred to in clauses (i) through (xv) above.

Permitted Liens. Lessee shall notCreate, directly or indirectly, create, incur, assume incur or suffer to exist any Lien on or upon any of its Property, exceptor with respect to this Leaseany of its Property, any Item of Equipmentwhether now owned or hereafter acquired, title thereto file or authorize the filing under Uniform Commercial Code or any interest thereinRequirement of Law of any jurisdiction, except a financing statement (ior the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the respective rights equivalent thereof) other than, as to all of Ownerthe above, Lessor the following (collectively, “Permitted Liens”): (a) Liens in favor of Lender and Lessee as herein providedSecured Parties; (iib) Lessor’s LiensLiens securing Debt that is permitted under Section 9.2.1(c); (iiic) Liens for Taxes not yet due or being contested Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in good faith by appropriate proceedings so the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrower or its Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as adequate reserves such Liens are maintained at all times junior to Lender’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien Waivers or (ii) with respect to such Taxes in accordance with GAAPa non-material portion of the Collateral (other than Accounts or Inventory); (ivg) Liens arising by virtue of a judgment or judicial order against Borrower or its Subsidiaries, or any Property of Borrower or its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers’, warehousemen’s, mechanics, materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ ’s or other like Liens arising in the ordinary course Ordinary Course of business Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and for amounts the revenue authorities arising as a matter of law which secure payment of which is either customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet delinquent or is being contested in good faith by appropriate proceedings due; (n) existing Liens shown on Schedule 9.2.2. and for which adequate reserves have been made in accordance with GAAPreplacement Liens on the property subject to such Liens, or if required but only to contest the sameextent that the amount of debt secured thereby, adequate security has been posted by Lessee)and the property secured thereby, shall not be increased; and (vo) Liens for airport, navigation, and en-route charges arising in the ordinary course favor of business and for amounts the payment Borrower in respect of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective its consignment interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at encumbering its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentConsigned Inventory.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its Permitted Discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its Permitted Discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Mortgage Indebtedness, provided, that such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee Liens shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect extend to any Item of EquipmentCollateral and Lender and the Mortgagee shall have entered into a satisfactory intercreditor agreement, and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume Create or suffer to exist any Lien on or with respect to this Leaseupon any of its Property, any Item except the following (collectively, “Permitted Liens”): (a) Liens in favor of EquipmentAgent and Liens in favor of Senior Notes Agent securing the obligations under the Senior Notes Agreement, title thereto and Liens in favor of the holders (or any interest thereinagent, except representative or trustee for such holders) of any Refinancing Debt incurred in respect of the Senior Notes in compliance with the Refinancing Conditions (i) in each case, the respective rights priority of Owner, Lessor which shall be as provided in the Intercreditor Agreement or shall be more favorable to Agent and Lessee Secured Parties than as herein providedin effect on the Closing Date); (iib) Lessor’s LiensPurchase Money Liens securing Permitted Purchase Money Debt; (iiic) Liens for Taxes not yet due or being contested Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) and similar contractual Liens, which are not perfected and arise in good faith by appropriate proceedings so long as adequate reserves are maintained the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) no enforcement action (including foreclosure) is being taken with respect to such Taxes in accordance with GAAPLien or against the Collateral subject to such Lien, and (iii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary; (ive) materialmen’sLiens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, mechanics’bids, workmen’sleases, repairmen’scontracts (except those relating to Borrowed Money), employees’ statutory obligations and other similar obligations, or other like arising as a result of progress payments under government contracts or Liens in favor of issuers of surety bonds; (f) Liens arising in the ordinary course Ordinary Course of business and for amounts the payment Business that are subject to Lien Waivers; (g) Liens arising by virtue of which is either not yet delinquent a judgment or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPjudicial order against any Borrower or Subsidiary, or if required to contest the sameany Property of a Borrower or Subsidiary, adequate security has been posted by Lessee); as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (vii) Liens for airportat all times junior to Agent’s Liens; (h) easements, navigationrights-of-way, restrictions, covenants or other agreements of record, and en-route other similar charges arising in or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the ordinary course Ordinary Course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.Business;

Permitted Liens. Affiliated Guarantor and Operating Lessee shall not, directly or indirectly, be allowed to create, incur, assume or suffer to exist any Lien on or otherwise permit the following encumbrances or other liens with respect to this Lease, any Item the Property (“Permitted Liens”) subject to the terms of Equipment, title thereto or any interest therein, except the Security Documents as to priority thereof: (i) the respective rights of Ownerliens and security interests created by the St. Xxxxxxx Loan Documents, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by Beneficiary as of the Execution Date (“Permitted Exceptions”) (iii) Liens liens, if any, for Taxes Impositions not yet due and payable or delinquent or which are being diligently contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; the terms and conditions of Section 2.4 of the Deed of Trust, (iv) liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, mechanics’repairmen’s and other similar liens arising in the ordinary course of business, workmen’sand liens for workers’ compensation, repairmen’sunemployment insurance and similar programs, employees’ or other like Liens in each case arising in the ordinary course of business and for amounts the payment of which is are either not yet delinquent due and payable or is being diligently contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPthe Deed of Trust, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airportLeases and the Management Agreement, navigation(vi) easements, and en-route charges arising rights of way, or restrictions incurred or entered into by Affiliated Guarantor and/or Operating Lessee as applicable in the ordinary course of business business, which in each case could not be reasonably expected to have a material adverse effect, do not diminish in any material respect the value of the Property or affect in any material respect the validity, enforceability or priority of the liens created by the Security Documents, (vii) liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and for amounts notwithstanding the payment introductory clause to Section 10.6 to the contrary, is not secured by other portions of the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Affiliated Guarantor and/or Operating Lessee as applicable is either not yet delinquent or is being contested in good faith by appropriate proceedings a party, (and for which adequate reserves ix) any judgment lien provided that the judgment it secures shall have been made in accordance with GAAP, discharged of record or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the sale, forfeiture, confiscation, distraint, seizure or loss expiration of any Item stay, as applicable in either case provided there is no imminent risk of Equipment forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Beneficiary has approved or any interest therein may approve in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentwriting.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, "Permitted Liens"): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any such Lien or the respective interests of Lessorlimits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentand (vi) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee The term Permitted Lien shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except mean (i) the respective rights of Ownerroyalties, Lessor overriding royalties, reversionary interests, production payments and Lessee as herein providedsimilar burdens; (ii) Lessor’s Lienssales contracts or other arrangements for the sale of production of oil, gas or associated liquid or gaseous hydrocarbons which would not (when considered cumulatively with the matters discussed in clause (i) above) deprive Borrower or Guarantor of any material right in respect of any such Borrower's or Guarantor's assets or properties (except for rights customarily granted with respect to such contracts and arrangements); (iii) statutory Liens for Taxes taxes or other assessments that are not yet due delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings so long as proceedings, levy and execution thereon having been stayed and continue to be stayed and for which such Borrower or Guarantor has set aside on its books adequate reserves are maintained with respect to such Taxes in accordance with GAAP); (iv) materialmen’seasements, mechanics’rights of way, workmen’sservitudes, repairmen’spermits, employees’ surface leases and other rights in respect to surface operations, pipelines, grazing, logging, canals, ditches, reservoirs or the like, conditions, covenants and other like Liens arising restrictions, and easements of streets, alleys, highways, pipelines, telephone lines, power lines, railways and other easements and rights of way on, over or in respect of Borrower's or Guarantor's assets or properties and that do not individually or in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPaggregate, or if required to contest the same, adequate security has been posted by Lessee)cause a Material Adverse Effect; and (v) Liens for airportmaterialmen's, navigationmechanic's, repairman's, employee's, warehousemen's, landlord's, carrier's, pipeline's, contractor's, sub-contractor's, operator's, non-operator's (arising under operating or joint operating agreements), and en-route charges arising other Liens (including any financing statements filed in respect thereof) incidental to obligations incurred by Borrower in connection with the ordinary course of business and for amounts the payment of which is either not yet delinquent construction, maintenance, development, transportation, storage or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.operation of

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens imposed by law for Taxes taxes, assessments or charges of Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; , (iviii) materialmen’s(A) statutory Liens of landlords and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens (A) incurred for airport, navigation, and en-route charges arising deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases (including under Capitalized Lease Obligations), contracts (other than for amounts the payment of which is either not yet delinquent or is being contested repayment in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of any such Lien or progress payments under governmental contracts, (v) purchase money Liens, provided that the respective interests aggregate amount of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise outstanding Indebtedness secured thereby by Collateral other than inventory at any time with respect shall not exceed $350,000, (vi) Liens necessary and desirable for the operation of such Person’s business, provided Lender has consented to any Item such Liens in writing before their creation and existence and the priority of Equipmentsuch Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Revolving Facility and to the Obligations and all of the rights and remedies of Lender, all in form and substance satisfactory to Lender in its sole discretion; (vii) Liens disclosed on Schedule 7.3, and (viii) Liens securing Mezzanine Debt.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (i) the respective rights of Ownercollectively, Lessor and Lessee as herein provided; “Permitted Liens”): (ii) Lessor’s Liens; (iiia) Liens under the Loan Documents or otherwise arising in favor of Agent, for Taxes the benefit of itself and Lenders, (b) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; , (ivc) materialmen’s(i) statutory Liens of landlords, carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (ii) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and business, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Agent in its Permitted Discretion, or if required to contest the same, adequate security has been posted by Lessee); and (vd) Liens for airport, navigation, and en-route charges arising incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either Indebtedness), statutory obligations and other similar obligations, (e) purchase money Liens (i) securing Indebtedness permitted under Section 7.2(c), or (ii) in connection with the purchase by such Person of equipment in the normal course of business; provided, that such secured Indebtedness shall not yet delinquent exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (f) Liens necessary and desirable for the operation of such Person’s business; provided, that Agent has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Agent and each Lender, all in form and substance satisfactory to Agent in its Permitted Discretion, (g) Liens disclosed on Schedule 7.3, (h) easements, reservations, exceptions, rights-of-way, covenants, conditions, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of business by the Borrower, (i) liens in respect of any writ of execution, attachment, garnishment, judgment or award in an amount less than $100,000, if (x) the time for appeal or petition for rehearing has not expired, an appeal or appropriate proceeding for review is being contested prosecuted in good faith by appropriate proceedings (and a stay of execution pending such appeal or proceeding for which adequate reserves have review has been made in accordance with GAAPsecured, or if required (y) the underlying claim is fully covered by insurance, the insurer has acknowledged in writing its responsibility to contest the same, adequate security pay such claim and no action has been posted by Lessee). Lessee shall taken to enforce such execution, attachment, garnishment, judgment or award, (j) liens of lessors (except liens on Accounts are not be permitted under any circumstances) under or in connection with operating leases, and (k) liens on cash collateral accounts established to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time secure Borrower’s reimbursement obligations with respect to any Item letters of Equipmentcredit.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iiia) Liens for Taxes taxes, assessments or other governmental charges the payment of which is not yet due or being contested in good faith at the time required by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAPsection 9.3; (ivb) materialmen’sstatutory Liens of landlords and Liens of carriers, mechanics’warehousemen, workmen’s, repairmen’s, employees’ or other like Liens arising mechanics and materialmen incurred in the ordinary course of business and for amounts sums not yet due or the payment of which is either not yet delinquent or is being contested in good faith at the time required by appropriate proceedings section 9.3; (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (vc) Liens for airport, navigation, and en-route charges arising (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and for amounts other types of social security, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of which is either not yet delinquent the deferred purchase price of property; (d) any attachment or is being contested in good faith by appropriate proceedings (and for which adequate reserves judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been made in accordance with GAAPdischarged or execution thereof stayed pending appeal, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of have been discharged within 60 days after the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course expiration of any such proceedingsstay; (e) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, in each case incidental to, and not interfering with, the ordinary conduct of the business of the Company or any Subsidiary; and (f) Liens existing on the date of this Agreement and securing Debt of the Company and its Subsidiaries referred to in Schedule D. Person: a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a government or political subdivision thereof or a governmental agency. Plan: an "employee pension benefit plan" (as defined in section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company or any of its Related Persons, or an employee pension benefit plan as to which the Company or any of its Related Persons would be treated as a result contributory sponsor under section 4069 of ERISA if it were to be terminated. Public Offering: the issuance by the Company in an initial registered public offering under the Securities Act of shares of its Common Stock. Purchaser: the party to this Agreement purchasing the number of shares opposite its name in Schedule A, and each subsequent holder from time to time of any of such Lien or shares of the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentSeries B Preferred Stock.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume Create or suffer to exist any Lien on or with respect to this Lease, upon any Item of Equipment, title thereto or any interest thereinits Property, except the following (icollectively, “Permitted Liens”): (a) the respective rights Liens in favor of Owner, Lessor and Lessee as herein providedAgent; (iib) Lessor’s LiensPurchase Money Liens securing Permitted Purchase Money Debt; (iiic) Liens for Taxes not yet due or being contested Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in good faith by appropriate proceedings so the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or Subsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as adequate reserves such Liens are maintained with respect at all times junior to such Taxes in accordance with GAAPAgent’s Liens and are required or provided by law; (ivf) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course Ordinary Course of business Business and, to the extent that any such Liens encumber Collateral that is included in the Borrowing Base or books and for amounts the payment records related thereto, that are subject to Lien Waivers or a Rent and Charges Reserve; (g) Liens arising by virtue of which is either not yet delinquent a judgment or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPjudicial order against any Obligor or Subsidiary, or if required any Property of an Obligor or Subsidiary (or Liens securing any appeal or other surety bonds relating to contest such judgments), as long as such Liens are (i) to the sameextent not securing any appeal or other surety bonds relating to such judgments, adequate security has been posted by Lessee); in existence for less than 20 consecutive days or being Properly Contested, and (vii) and, to the extent the property encumbered by such Liens for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptlyconstitutes Collateral, at its own expense, take such action as may be necessary all times junior to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.Agent’s Liens; -60-

Permitted Liens. Lessee shall notThe term “PERMITTED LIENS” means: (a) LIENS for taxes, directly assessments, or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item similar charges incurred in the ordinary course of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens for Taxes business that are not yet due and payable (or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained compliance with respect to such Taxes in accordance with GAAPthe provisions of Section 4.5 hereof); (ivb) materialmen’sLIENS in favor of the SECURED PARTIES; (c) any existing LIENS specifically described on Schedule 1.13 hereof; (d) any LIEN on specifically allocated money or securities to secure payments under workmen’s compensation, unemployment insurance, social security and other similar LAWS, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; (e) purchase money security interests in equipment (and security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) not to exceed in aggregate amount outstanding together with all other secured purchase money financing of the BORROWER and of its SUBSIDIARIES at any one time the sum of Two Million Dollars ($2,000,000.00), provided that such purchase money security interests do not attach to any assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and the proceeds thereof; (f) LIENS of carriers, warehousemen, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens materialmen and landlords arising in the ordinary course of business and for amounts the payment of which is either sums not yet delinquent overdue or is sums being diligently contested in good faith by appropriate proceedings (procedures and for which adequate reserves have been made set aside; (g) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies relating to real property owned or occupied by the GUARANTOR, in accordance each case not securing INDEBTEDNESS and not materially interfering with GAAP, or if required to contest the same, adequate security has been posted by Lessee)conduct of the business of the GUARANTOR; and (vh) Liens for airport, navigation, and en-route charges subsequently arising LIENS which are expressly approved in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood advance of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course creation of any such proceedings, or as a result of any such Lien or LIENS by the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentADMINISTRATIVE AGENT in writing.

Permitted Liens. Trustor and Operating Lessee shall not, directly or indirectly, be allowed to create, incur, assume or suffer to exist any Lien on or otherwise permit the following encumbrances or other liens with respect to this Lease, any Item the Property (“Permitted Liens”) subject to the terms of Equipment, title thereto or any interest therein, except the Loan Documents as to priority thereof: (i) the respective rights of Ownerliens and security interests created by the Loan Documents, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by Beneficiary as of the Execution Date (“Permitted Exceptions") (iii) Liens liens, if any, for Taxes Impositions not yet due and payable or delinquent or which are being diligently contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; the terms and conditions of Section 2.4 of the Deed of Trust, (iv) liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, mechanics’repairmen’s and other similar liens arising in the ordinary course of business, workmen’sand liens for workers’ compensation, repairmen’sunemployment insurance and similar programs, employees’ or other like Liens in each case arising in the ordinary course of business and for amounts the payment of which is are either not yet delinquent due and payable or is being diligently contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPthe Deed of Trust, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airportLeases and the Management Agreement, navigation(vi) easements, and en-route charges arising rights of way, or restrictions incurred or entered into by Trustor and/or Operating Lessee as applicable in the ordinary course of business business, which in each case could not be reasonably expected to have a material adverse effect, do not diminish in any material respect the value of the Property or affect in any material respect the validity, enforceability or priority of the liens created by the Loan 44 Documents, (vii) liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and for amounts notwithstanding the payment introductory clause to this Section 10.7 to the contrary, is not secured by the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Trustor and/or Operating Lessee as applicable is either not yet delinquent or is being contested in good faith by appropriate proceedings a party, (and for which adequate reserves ix) any judgment lien provided that the judgment it secures shall have been made in accordance with GAAP, discharged of record or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the sale, forfeiture, confiscation, distraint, seizure or loss expiration of any Item stay, as applicable in either case provided there is no imminent risk of Equipment forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Beneficiary has approved or any interest therein may approve in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentwriting.

Permitted Liens. Lessee shall not“Permitted Liens” means the following, directly provided the same have no superior priority over Lender’s Lien in the Collateral and provided, further, the same do not encumber any Accounts: (a) deposits or indirectlypledges of Personal Property to secure obligations under workmen’s compensation, createsocial security or similar Laws, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein providedunder unemployment insurance; (iib) Lessor’s Liensdeposits or pledges of Personal Property to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (iiic) Liens for Taxes not yet due or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; (iv) materialmenmechanic’s, mechanics’, workmen’s, repairmen’s, employees’ materialmen’s or other like Liens arising in the ordinary course of business and for amounts the payment of with respect to obligations which is either are not yet delinquent due, or is which are being contested in good faith by appropriate proceedings full compliance with Section 6.6 of this Agreement; (d) Liens and encumbrances in favor of Lender; (e) Purchase Money Liens; (f) Liens set forth on Schedule 1.1 (c) of the Information Certificate; (g) Liens arising as a matter of law for which adequate reserves have been made in accordance with GAAPtaxes, assessments, or if required to contest the samesimilar charges, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising incurred in the ordinary course of business and for amounts which are not yet due and payable; (h) encumbrances consisting of zoning restrictions, easements or other restrictions on the payment use of Real Property set forth on Schedule B of the title insurance policies accepted by Lender at Closing, none of which materially impairs the use of such Real Property or the value thereof, and none of which is either not yet delinquent violated in any material respect by existing structures or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentland use.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) the respective rights of Owner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens for Taxes not yet due or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; (iv) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.. REGISTRATION; PERFECTION OF OWNER’S TITLE; LIENS

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume Create or suffer to exist any Lien on or with respect to this Lease, upon any Item of Equipment, title thereto or any interest thereinits Property, except the following (icollectively, “Permitted Liens”): (a) the respective rights Liens in favor of Owner, Lessor and Lessee as herein providedLender; (iib) Lessor’s LiensPurchase Money Liens securing Purchase Money Debt that is permitted under Section 9.2.1; (iiic) Liens for Taxes not yet due or being contested Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in good faith by appropriate proceedings so the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrower or any of its Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as adequate reserves such Liens are maintained with respect at all times junior to such Taxes in accordance with GAAPLender’s Liens and are required or provided by law; (ivf) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course Ordinary Course of business and for amounts the payment Business that are subject to Lien Waivers; (g) Liens arising by virtue of which is either not yet delinquent a judgment or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPjudicial order against Borrower or any of its Subsidiaries, or if required to contest the sameany Property of Borrower or any of its Subsidiaries, adequate security has been posted by Lessee); as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (vii) Liens for airportat all times junior to Lender’s Liens; (h) easements, navigationrights-of-way, restrictions, covenants or other agreements of record, and en-route other similar charges arising or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in the ordinary course favor of business depository institutions, and for amounts the payment Liens of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein a collecting bank on Payment Items in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentcollection; and (j) existing Liens shown on Schedule 9.2.2.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume Create or suffer to exist any Lien on or with respect to this Lease, upon any Item of Equipment, title thereto or any interest thereinits Property, except the following (icollectively, “Permitted Liens”): (a) the respective rights Liens in favor of Owner, Lessor and Lessee as herein providedLender; (iib) Lessor’s LiensLiens securing Debt that is permitted under Section 9.2.1(c); (iiic) Liens for Taxes not yet due or being contested Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in good faith by appropriate proceedings so the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrower or its Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as adequate reserves such Liens are maintained at all times junior to Lender’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien Waivers or (ii) with respect to such Taxes in accordance with GAAPa non-material portion of the Collateral (other than Accounts or Inventory); (ivg) Liens arising by virtue of a judgment or judicial order against Borrower or its Subsidiaries, or any Property of Borrower or its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers’, warehousemen’s, mechanics, materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ ’s or other like Liens arising in the ordinary course Ordinary Course of business Business that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and for amounts the revenue authorities arising as a matter of law which secure payment of which is either customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet delinquent or is being contested in good faith by appropriate proceedings due; (n) existing Liens shown on Schedule 9.2.2. and for which adequate reserves have been made in accordance with GAAPreplacement Liens on the property subject to such Liens, or if required but only to contest the sameextent that the amount of debt secured thereby, adequate security has been posted by Lessee)and the property secured thereby, shall not be increased; and (vo) Liens for airport, navigation, and en-route charges arising in the ordinary course favor of business and for amounts the payment Borrower in respect of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective its consignment interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at encumbering its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentConsigned Inventory.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipmentthe Collateral, title thereto or any interest thereinof its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any such limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing the MHR Subordinated Debt and the Bridge Loan, and (vii) Liens disclosed on Schedule 7.3; provided, that the Lien or the respective interests in favor of LessorGilbraltar Bank, Owner or any Financing Party will be similarly adversely affected. Lessee FSB shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect extend to any Item additional collateral or secure any Indebtedness in excess of Equipment$300,000.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to this Lease, any Item of Equipment, title thereto or any interest therein, except (i) Liens existing on the respective rights date of Owner, Lessor and Lessee this Agreement as herein providedshown on Exhibit E; (ii) Lessor’s Liens; (iii) Liens for Taxes taxes, assessments, governmental charges or claims which are not yet due delinquent or which are being contested in good faith by appropriate proceedings so long promptly instituted and diligently conducted and if a reserve or other appropriate provision, if any, as adequate reserves are maintained shall be required in conformity with respect to such Taxes in accordance with GAAPGAAP shall have been made therefor; (iviii) materialmen’sstatutory Liens of landlords and carriers, warehousemen, mechanics’, workmen’ssuppliers, repairmen’smaterialmen, employees’ repairmen or other like Liens arising in the ordinary course of business and for with respect to amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (proceedings, and for which adequate reserves if a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee)therefor; and (viv) Liens for airport(other than any Lien imposed by the Employee Retirement Income Security Act of 1974, navigation, and en-route charges arising as amended) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security; (v) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business (exclusive of obligations for amounts the payment of which is either borrowed money); (vi) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not yet delinquent or is being contested interfering in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance any material respect with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood business of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment Borrower or any interest therein of its Subsidiaries incurred in the ordinary course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.business; (vii) Liens securing

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens imposed by law for Taxes taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to such Taxes which adequate reserves or other appropriate provisions are being maintained by Borrower in accordance with GAAP; , (iviii) materialmen’s(A) statutory Liens of landlords (provided that any landlord at a location where books and records are kept has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by Borrower in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by Borrower of inventory or equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of such Lien or the respective interests of LessorPerson’s business, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take provided Lender has consented to such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of EquipmentLiens in writing before their creation and existence; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Lessee shall notPermitted Liens" means: (a) liens for taxes not delinquent, directly or indirectlywhich are being contested in good faith and by appropriate proceedings which suspend the collection thereof and in respect of which adequate reserves have been made; (b) deposits or pledges to secure obligations under workmen's compensation, createsocial security or similar laws, incuror under unemployment insurance; (c) deposits or pledges to secure bids, assume tenders, contracts (other than contracts for the payment of money), leases, easements, minor survey exceptions, zoning restrictions, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (d) purchase money mortgages or suffer security interests, conditional sale arrangements and other similar security interests, on motor vehicles and equipment acquired by any Borrower (hereinafter referred to exist any Lien on or individually as a "Purchase Money Security Interest") with respect the proceeds of the Indebtedness referred to this Leasein Section 7.1, any Item of EquipmentPROVIDED, title thereto or any interest thereinHOWEVER, except that (i) the respective rights of Owner, Lessor and Lessee as herein providedtransaction in which any Purchase Money Security Interest is proposed to be created is not then prohibited by this Agreement; (ii) Lessor’s Liensany Purchase Money Security Interest shall attach only to the property or asset acquired in such transaction and shall not extend to or cover any other assets or properties of the Borrower or any Subsidiary; (iii) Liens the Indebtedness secured or covered by any Purchase Money Security Interest shall not exceed the lesser of the cost or fair market value of the property or asset acquired and shall not be renewed, extended or prepaid from the proceeds of any borrowing; and (iv) the aggregate amount of all Indebtedness secured by Purchase Money Security Interests on a consolidated basis for Taxes the Borrower shall not yet due at any time exceed $500,000; (e) mechanic's, workmen's, materialmen's or other like liens arising in the ordinary course of business with respect to obligations which are not due, or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with which suspend the collection thereof and in respect to such Taxes in accordance with GAAP; (iv) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made made; (f) liens and encumbrances in accordance favor of Lender; (g) liens granted in connection with GAAPthe lease or purchase of property or assets financed by borrowings permitted by Section 7.1 (provided, or if required to contest however, that no such borrowings permitted by Section 7.1 may be secured by liens on any of the same, adequate security has been posted by LesseeCollateral); (h) judgment liens not affecting the Collateral and not resulting in an Event of Default under Section 8.2(h); and (vi) Liens for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentliens set forth on SCHEDULE 1.36.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume Create or suffer to exist any Lien on or with respect to this Lease, upon any Item of Equipment, title thereto or any interest thereinits Property, except the following (icollectively, “Permitted Liens”): (a) the respective rights Liens in favor of Owner, Lessor and Lessee as herein providedAgent; (iib) Lessor’s LiensPurchase Money Liens securing Purchase Money Debt that is permitted under Section 9.2.1(c); (iiic) Liens for Taxes not yet due or being contested Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in good faith by appropriate proceedings so the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as adequate reserves such Liens are maintained with respect at all times junior to such Taxes in accordance with GAAPAgent’s Liens and are required or provided by Law; (ivf) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course Ordinary Course of business and for amounts the payment Business that are subject to Lien Waivers; (g) Liens arising by virtue of which is either not yet delinquent a judgment or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPjudicial order against any Borrower or Subsidiary, or if required to contest the sameany Property of a Borrower or Subsidiary, adequate security has been posted by Lessee); as long as such Liens are (i) in existence for less than twenty (20) consecutive days or being Properly Contested, and (vii) Liens for airportat all times junior to Agent’s Liens; (h) easements, navigationrights-of-way, restrictions, covenants or other agreements of record, and en-route other similar charges arising or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in the ordinary course favor of business depository institutions, and for amounts the payment Liens of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAP, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein a collecting bank on Payment Items in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentcollection; and (j) existing Liens shown on Schedule 9.2.2.

Permitted Liens. Lessee shall not, directly or indirectly, create, incur, assume Create or suffer to exist any Lien on or with respect to this Lease, upon any Item of Equipment, title thereto or any interest thereinits Property, except the following (i) the respective rights of Ownercollectively, Lessor and Lessee as herein provided“Permitted Liens”): fj. Liens created pursuant to any Loan Document; (ii) Lessor’s Liensfk. Purchase Money Liens securing Permitted Purchase Money Debt incurred in reliance on Section 10.2.1(c); (iii) fl. Liens for Taxes not yet due delinquent or being contested in good faith Properly Contested; fm. contractual Liens and Liens imposed by appropriate proceedings so long law (other than Liens for Taxes or imposed under ERISA) such as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; (iv) carriers’, warehousemen’s, materialmen’s, mechanicslandlords’, workmen’s, suppliers’, repairmen’s, employees’s and mechanics’ or Liens and other like similar Liens arising in the ordinary course Ordinary Course of business and for amounts the Business, but only if (i) payment of which the obligations secured thereby is either not yet delinquent or is being contested in good faith by appropriate proceedings Properly Contested, and (and for which adequate reserves have been ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor; fn. Liens incurred or deposits made in accordance with GAAPthe Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts (except those relating to Borrowed Money), surety, stay customs and appeal bonds, statutory obligations and other similar obligations, or if required to contest the same, adequate security has been posted by Lessee)arising as a result of progress payments under government contracts; and (v) fo. Liens for airport, navigation, and en-route charges arising in the ordinary course Ordinary Course of business Business that are subject to Lien Waivers; 101 fp. Liens arising by virtue of a judgment or judicial order to the extent such judgment does not constitute an Event of Default; fq. easements, rights-of-way, survey exceptions, title exceptions, restrictions, covenants or other agreements of record, minor defects or other irregularities in title and for amounts other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not materially interfere with the payment Ordinary Course of Business; fr. municipal and zoning ordinances, building and other land use laws imposed by any governmental authority which is either are not yet delinquent violated in any material respect by existing improvements or is being contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPthe present use of Property, or if required in the case of any Real Estate subject to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood a mortgage in favor of the saleTerm Loan Agent, forfeitureencumbrances disclosed in the title insurance policy issued to the Term Loan Agent; fs. leases, confiscationsubleases, distraintlicenses, seizure or loss sublicenses granted to others in the Ordinary Course of any Item of Equipment or Business; ft. any interest therein or title of a lessor or sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or the other Security Documents, including any interest of a xxxxxx; fu. normal and customary rights of setoff upon deposits or securities in favor of depository institutions or brokerages, and Liens of a collecting bank on payment items in the course of any collection, bankers’ Liens securing amounts owing to such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time bank with respect to overdrafts, cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall such Liens secure (either directly or indirectly) the repayment of any Item Debt (other than on account of Equipment.such overdrafts, netting or cash management); fv. Liens on amounts payable under insurance policies, and deposits arising in the Ordinary Course of Business, in connection with the financing of insurance premiums; fw. Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by such Person in the Ordinary Course of Business in accordance with the past practices of such Person; fx. Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary in existence at the time such Subsidiary or property is acquired pursuant to a Permitted Acquisition; provided that (x) any Debt that is secured by such Liens is permitted hereunder and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other property or assets of the Company or any Subsidiaries other than the property and assets subject to such Liens at the time of such Permitted Acquisition, together with any extensions, renewals and replacements of the foregoing, so long as the Debt secured by such Liens is permitted hereunder and such extension, renewal or replacement does not encumber any additional assets or properties of the Company or any Subsidiaries; 102 fy. security given to a public or private utility or any Governmental Authority as required in the Ordinary Course of Business; fz. the filing of financing statements solely as a precautionary measure in connection with operating leases or consignments;

Permitted Liens. Affiliated Guarantor and Operating Lessee shall not, directly or indirectly, be allowed to create, incur, assume or suffer to exist any Lien on or otherwise permit the following encumbrances or other liens with respect to this Lease, any Item the Property (“Permitted Liens”) subject to the terms of Equipment, title thereto or any interest therein, except the Security Documents as to priority thereof: (i) the respective rights of Ownerliens and security interests created by the Fairmont Loan Documents, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by Lender as of the Execution Date (“Permitted Exceptions”) (iii) Liens liens, if any, for Taxes Impositions not yet due and payable or delinquent or which are being diligently contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; the terms and conditions of Section 2.4 of the Mortgage, (iv) liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, mechanics’repairmen’s and other similar liens arising in the ordinary course of business, workmen’sand liens for workers’ compensation, repairmen’sunemployment insurance and similar programs, employees’ or other like Liens in each case arising in the ordinary course of business and for amounts the payment of which is are either not yet delinquent due and payable or is being diligently contested in good faith by appropriate proceedings (and for which adequate reserves have been made in accordance with GAAPthe Mortgage, or if required to contest the same, adequate security has been posted by Lessee); and (v) Liens for airportLeases and the Management Agreement, navigation(vi) easements, and en-route charges arising rights of way, or restrictions incurred or entered into by Affiliated Guarantor and/or Operating Lessee as applicable in the ordinary course of business business, which in each case could not be reasonably expected to have a material adverse effect, do not diminish in any material respect the value of the Property or affect in any material respect the validity, enforceability or priority of the liens created by the Security Documents, (vii) liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and for amounts notwithstanding the payment introductory clause to Section 10.6 to the contrary, is not secured by other portions of the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Affiliated Guarantor and/or Operating Lessee as applicable is either not yet delinquent or is being contested in good faith by appropriate proceedings a party, (and for which adequate reserves ix) any judgment lien provided that the judgment it secures shall have been made in accordance with GAAP, discharged of record or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the sale, forfeiture, confiscation, distraint, seizure or loss expiration of any Item stay, as applicable in either case provided there is no imminent risk of Equipment forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Lender has approved or any interest therein may approve in the course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipmentwriting.

Permitted Liens. Lessee Borrower and its Subsidiaries shall not, directly or indirectly, not create, incur, assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its Permitted Discretion, (iviii) materialmen’s(A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics’, workmen’smaterialmen, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its Permitted Discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii) of the Disclosure Letter, or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of such Lien or Person’s business, provided Lender has consented to such Liens in writing before their creation and existence and the respective interests priority of Lessorsuch Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at all in form and substance satisfactory to Lender in its own expense, take such action as may be necessary Permitted Discretion; (vii) Liens on cash pledged to duly discharge any such Lien not excepted above if banks issuing letters of credit for the same shall arise at any time account of the Borrowers in accordance with respect to any Item Section 7.2(vi); and (viii) Liens disclosed on Schedule 7.3 of Equipmentthe Disclosure Letter.

Permitted Liens. Lessee Borrower shall not, directly or indirectly, not create, incur, or assume or suffer to exist any Lien on upon, in or with respect to this Leaseagainst, or pledge of, any Item of Equipment, title thereto the Collateral or any interest thereinof its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the respective rights DIP Loan Documents or otherwise arising in favor of OwnerLender, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; Liens imposed by law for taxes (iii) Liens other than payroll taxes), assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being contested in good faith by appropriate proceedings so long as adequate reserves are maintained and with respect to which adequate reserves or other appropriate provisions are being maintained by such Taxes Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sale discretion, (iviii) (A) statutory Liens of landlords and of carriers, warehousemen, mechanics or materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business and from the date of creation thereof, in each case only for amounts the payment of which is either not yet delinquent due or is which are being contested in good faith by appropriate proceedings (and for with respect to which adequate reserves have been made or other appropriate provisions are being maintained by such Person in accordance with GAAPGAAP to the satisfaction of Lender in its sole discretion, or if required to contest the same, adequate security has been posted by Lessee); and (viv) Liens for airport, navigation, and en-route charges arising (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for amounts the payment repayment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (Indebtedness), statutory obligations and for which adequate reserves have been made in accordance with GAAPother similar obligations, or if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or (B) arising as a result of any such Lien or progress payments under government contracts, and (v) other Liens in existence as of the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien Petition Date not excepted otherwise described above if the same shall arise at any time with respect to any Item of Equipmentand disclosed on Schedule 7.3 .