Common use of Liens Clause in Contracts

Liens. The Borrower will not create or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to which a stay of execution shall have been issued, and adequate reserves shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrower.

Liens. The Borrower Each Obligor will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of Property now owned by it, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on or with respect to any Property of such Subsidiary's assets, except Liens any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) granted by the Borrower no such Lien shall extend to the trustee pursuant to either Indenture, any other Property of such Obligor and (ii) on any such Lien shall secure only those obligations which it secures on the Original Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(h); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the borrowings under either Indenture Ordinary Course of Business, including (it being understood that but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Borrower can not pledge such assets to an extent greater than 150% Ordinary Course of the aggregate principal amount of such Indebtedness) Business and which Liens secure amounts (i) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryii) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such Liens and for which adequate reserves have been made if required substantially in accordance with IFRS; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by IFRS shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 any of the Obligors; (h) bankers’ Liens, (v) created by rights of setoff and similar Liens incurred in the Borrower Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure Guarantees by payment of fees and similar costs and expenses of such financial institutions with respect to such accounts; (i) Liens in connection with transfers permitted under Section 9.09; (j) any judgment Lien or Lien arising from decrees or attachments not constituting an Event of Default; (k) leases or subleases of real property granted in the Borrower Ordinary Course of IndebtednessBusiness, and leases, subleases, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the interest Ordinary Course of Business; (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods in the Ordinary Course of Business; (m) Liens on which is excludable from the gross income a Deposit Account of the recipient thereof for Federal income tax purposes as provided Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 103(a9.01(l); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; and (o) Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under any of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2foregoing Sections 9.02(b), (4c), (5d), (6e), (8), (9g), (10h), (i), (k), (l) or (12m) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, shall apply to any Material Intellectual Property and (vi) granted by any Subsidiary to the BorrowerMaterial WaveForm IP.

Liens. The Borrower will not create not, nor will it permit any of its Subsidiaries to, create, incur, or permit suffer to exist any Lien in, of or on or with respect to any Indebtedness of any Member which is an asset the Property of the Borrower, now existing or hereafter created, Borrower or any collateral securing any such Indebtednessof its Subsidiaries, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens except: (i) granted by Liens for taxes, assessments or governmental charges or levies on its Property if the Borrower to same shall not at the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not be delinquent or a security for taxes thereafter can be paid without penalty, or are being contested in good faithfaith and by appropriate proceedings and for which adequate reserves shall have been set aside on its books; (ii) Liens imposed by law, (iv) such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than in favor of the PBGC, created by 60 days past due or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been establishedset aside on its books; (iii) Liens arising out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (iv) Easements, restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries; (v) created by Liens on Projects existing on the Borrower to date hereof which secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes Indebtedness as provided described in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and Schedule 2 hereto; and (vi) granted by Liens other than Liens described in subsections (i) through (iv) above arising in connection with any Subsidiary Indebtedness permitted hereunder to the extent such Liens will not result in a Default in any of Borrower’s covenants herein. Liens permitted pursuant to this Section 6.16 shall be deemed to be “Permitted Liens”.

Liens. The Borrower will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or with asset now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect to any Indebtedness of any Member which is an asset of thereof, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to asset of Borrower or any of such Subsidiary's assets, except Liens its Subsidiaries existing on the date hereof and set forth in Schedule 7.13(b); provided that (i) granted by the Borrower scope of the collateral to the trustee pursuant to either Indenture, which such Lien applies shall not be expanded and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens described in the definition of “Permitted Priority Debt”; (d) Liens securing Indebtedness granted permitted under Section 9.01(b); (e) Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (f) Liens imposed by law which were incurred in the Borrower to secure any borrowing for the purpose ordinary course of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUSbusiness, which borrowing or borrowings are on terms including (except as to terms of interestbut not limited to) carriers’, premiumshippers’, if anylandlords’, warehousemen’s, materialmen’s, and amortization) not materially more disadvantageous to mechanics’ liens and other similar liens arising in the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% ordinary course of the aggregate principal amount of such Indebtedness) business and which Liens secure amounts (x) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryy) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required in accordance with GAAP; (g) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (h) deposits to secure the performance of bids, trade contracts, governmental contracts and leases, surety, stay, customs, bid and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) Liens securing taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (j) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (k) with respect to any real Property, (vA) created such defects or encroachments as might be revealed by an up-to-date survey of such real Property; (B) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the Borrower original owner of such real Property pursuant to applicable Laws; and (C) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws, which, in the aggregate for (A), (B) and (C), are not material, and which 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 Obligors; (l) Bankers’ liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (m) with respect to Patents, Trademarks, Copyrights or other Intellectual Property, licenses and sublicenses permitted by Section 9.09; (n) ▇▇▇▇▇▇▇ money deposits in connection with Permitted Acquisitions permitted by Section 9.03; (o) Liens arising from precautionary UCC financing statement filings regarding leases and consignment arrangements entered into in the ordinary course of business; (p) (i) that certain certificate of deposit in an aggregate amount not to exceed $50,000 plus all interest accruing thereon maintained with Bank of America, N.A. (and any successor certificate of deposit or account) to secure Guarantees the Borrower’s obligations to customs authorities and (ii) that certificate of deposit in an aggregate amount not to exceed $500,000 plus all interest accruing thereon maintained with American Express TRS (and any successor certificate of deposit or account) to secure obligations in connection with the corporate charge card program maintained with American Express; and (q) Cash deposits in segregated Deposit Accounts to secure Indebtedness permitted by Section 9.01(k) in an aggregate amount not to exceed 105% of the Borrower aggregate outstanding amount of such Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in that, subject to Section 103(a3.02(d) of the Internal Revenue Code or Section 103(a) Security Agreement, no creditor other than the issuing bank of such Indebtedness shall have a Lien on such segregated Deposit Accounts. provided that, no Lien otherwise permitted under any of the Internal Revenue Code of 1954, as amended, foregoing Sections 9.02(b) through (xp) of a Member which is a state or political subdivision thereof or (yother than clauses (i) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vim)) granted by shall apply to any Subsidiary to the BorrowerMaterial Intellectual Property.

Liens. The Borrower will not create not, nor will it permit any of its Subsidiaries to, create, incur, or permit suffer to exist any Lien in, of or on or with respect to any Indebtedness of any Member which is an asset the Property of the BorrowerBorrower or any of its Subsidiaries, now existing except: (a) Liens for taxes, assessments or hereafter createdgovernmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faithfaith and by appropriate proceedings and for which adequate reserves shall have been set aside on its books; (b) Liens imposed by law, (iv) such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than in favor of the PBGC, created by 60 days past due or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been establishedset aside on its books; (c) Liens arising out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (vd) created by Easements, restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower to or its Subsidiaries; (e) Liens on Projects existing on the date hereof which secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes Indebtedness as provided described in Section 103(aSchedule 2 hereto; and (f) of the Internal Revenue Code or Section 103(aLiens other than Liens described in subsections (a) of the Internal Revenue Code of 1954, as amended, through (xd) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided above arising in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by connection with any Subsidiary Indebtedness permitted hereunder to the extent such Liens will not result in a Default in any of Borrower’s covenants herein. Liens permitted pursuant to this Section 6.16 shall be deemed to be “Permitted Liens”.

Liens. The Borrower Subject to the provisions of Article XII relating to permitted contests, Tenant will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property or any Capital Improvement thereto or upon the Gaming Licenses (including indirectly through a pledge of shares in the direct or indirect entity owning an interest in the Gaming Licenses) or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (i) this Master Lease; (ii) the matters that existed as of the Commencement Date with respect to such Facility and disclosed on Schedule A; (iii) restrictions, liens and other encumbrances which are consented to in writing by Landlord (such consent not to be unreasonably withheld); (iv) liens for Impositions which Tenant is not required to pay hereunder; (v) subleases permitted by Article XXII; (vi) liens for Impositions not yet delinquent or being contested in accordance with Article XII, provided that Tenant has provided appropriate reserves as required under GAAP and any foreclosure or similar remedies with respect to such Impositions have not been instituted and no notice as to the institution or commencement thereof has been issued except to the extent such institution or commencement is stayed no later than the earlier of (x) ten (10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; (vii) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either disputed or not yet due, provided that (1) the payment of such sums shall not be postponed under any related contract for more than sixty (60) days after the completion of the action giving rise to such lien unless being contested in accordance with Article XII and such reserve or other appropriate provisions as shall be required by law or GAAP shall have been made therefor and no foreclosure or similar remedies with respect to such liens has been instituted and no notice as to the institution or commencement thereof have been issued except to the extent such institution or commencement is stayed no later than the earlier of (x) ten (10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; or (2) any such liens are in the process of being contested as permitted by Article XII; (viii) any liens created by Landlord; (ix) liens related to equipment leases or equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Leased Property, provided that the payment of any sums due under such equipment leases or equipment financing shall either (1) be paid as and when due in accordance with the terms thereof, or (2) be in the process of being contested as permitted by Article XII and provided that a ▇▇▇▇ ▇▇▇▇▇▇’▇ removal of any such Tenant’s Property from the Leased Property shall be made in accordance with the requirements set forth in this Section 11.1; (x) liens granted as security for the obligations of Tenant and its Affiliates under a Debt Agreement; provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to exist encumber its leasehold interest (or a subtenant to encumber its subleasehold interest) in the Leased Property or its direct or indirect interest (or the interest of any Lien of its Subsidiaries) in the Gaming Licenses (other than, in each case, to a Permitted Leasehold Mortgagee), without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion; and provided, further, that Tenant shall be required to provide Landlord with fully executed copies of any and all Permitted Leasehold Mortgages and related principal Debt Agreements; and (xi) easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Indebtedness Leased Property, in each case whether now or hereafter in existence, not individually or in the aggregate materially interfering with the conduct of the business on the Leased Property, taken as a whole. For the avoidance of doubt, the parties acknowledge and agree that Tenant has not granted any liens in favor of Landlord as security for its obligations hereunder (except to the extent contemplated in the final paragraph of this Section 11.1) and nothing contained herein shall be deemed or construed to prohibit the issuance of a lien on the Equity Interests in Tenant (it being agreed that any foreclosure by a lien holder on such interests in Tenant shall be subject to the restriction on Change in Control set forth in Article XXII) or to prohibit Tenant from pledging its Accounts and other Tenant’s Property and other property of Tenant, including fixtures and equipment installed by Tenant at the Facilities, as collateral in connection with financings from equipment lenders (or to Permitted Leasehold Mortgagees); provided that Tenant shall in no event pledge to any Person that is not granted a Permitted Leasehold Mortgage hereunder any of the Gaming Licenses or other of Tenant’s Property to the extent that such Tenant’s Property cannot be removed from the Leased Property without damaging or impairing the Leased Property (other than in a de minimis manner). For the further avoidance of doubt, by way of example, Tenant shall not grant to any lender (other than a Permitted Leasehold Mortgagee) a lien on, and any and all lien holders (including a Permitted Leasehold Mortgagee) shall not have the right to remove, carpeting, internal wiring, elevators, or escalators at the Leased Property, but lien holders may have the right to remove (and Tenant shall have the right to ▇▇▇▇▇ ▇ ▇▇▇▇ on) slot machines and other gaming equipment even if the removal thereof from the Leased Property could result in de minimis damage; provided any such damage is repaired by the lien holder or Tenant in accordance with the terms of this Master Lease. Landlord and Tenant intend that this Master Lease be an indivisible true lease that affords the parties hereto the rights and remedies of landlord and tenant hereunder and does not represent a financing arrangement. This Master Lease is not an attempt by Landlord or Tenant to evade the operation of any Member which is an asset aspect of the Borrower, now existing or hereafter created, law applicable to any of the Leased Property. Except as otherwise required by applicable law or any collateral securing any such Indebtednessaccounting rules or regulations, Landlord and Tenant hereby acknowledge and agree that this Master Lease shall be treated as an operating lease for all purposes and not as a synthetic lease, financing lease or loan and that Landlord shall be entitled to all the benefits of ownership of the Leased Property, including depreciation for all federal, state and local tax purposes. If, notwithstanding (a) the form and substance of this Master Lease and (b) the intent of the parties, and the Borrower will not permit any Subsidiary language contained herein providing that this Master Lease shall at all times be construed, interpreted and applied to create an indivisible lease of all of the Leased Property, any court of competent jurisdiction finds that this Master Lease is a financing arrangement, this Master Lease shall be considered a secured financing agreement and Landlord’s title to the Leased Property shall constitute a perfected first priority lien in Landlord’s favor on the Leased Property to secure the payment and performance of all the obligations of Tenant hereunder (and to that end, Tenant hereby grants, assigns and transfers to the Landlord a security interest in all right, title or permit interest in or to exist any Lien on and all of the Leased Property, as security for the prompt and complete payment and performance when due of Tenant’s obligations hereunder). Tenant authorizes Landlord, at the expense of Tenant, to make any filings or take other actions as Landlord reasonably determines are necessary or advisable in order to effect fully this Master Lease or to more fully perfect or renew the rights of the Landlord, and to subordinate to the Landlord the lien of any Permitted Leasehold Mortgagee, with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture Leased Property (it being understood that nothing herein shall affect the Borrower can not pledge such assets rights of a Permitted Leasehold Mortgagee under Article XVII hereof). At any time and from time to an extent greater than 150% time upon the request of the aggregate principal amount of such Indebtedness) Landlord, and which Liens secure amounts not exceeding $500,000,000 in at the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor expense of the PBGCTenant, created by Tenant shall promptly execute, acknowledge and deliver such further documents and do such other acts as the Landlord may reasonably request in order to effect fully this Master Lease or resulting from any legal proceedings (including legal proceedings instituted to more fully perfect or renew the rights of the Landlord with respect to the Leased Property. Upon the exercise by the Borrower Landlord of any power, right, privilege or remedy pursuant to this Master Lease which requires any Subsidiary) which are being contested in good faith by appropriate proceedingsconsent, including appeals approval, recording, qualification or authorization of judgments as any governmental authority, Tenant will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that Landlord may be required to which a stay of execution shall have been issuedobtain from Tenant for such consent, and adequate reserves shall have been establishedapproval, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtednessrecording, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code qualification or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowerauthorization.

Liens. The Borrower will not Not create or permit to exist exist, nor allow any Lien on or with respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary its Subsidiaries to create or permit to exist exist, any Lien on or with respect to any of such Subsidiary's assetsassets now or hereafter existing or acquired, except Liens the following: (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing Liens for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faithfaith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (ii) easements, party wall agreements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary course of the business of such Person; (iii) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits and Liens pursuant to letters of credit or other security arrangements in connection with such insurance or benefits, (iv) mechanics’, workers’, materialmen’s, landlord liens and other than like Liens arising in favor the ordinary course of the PBGC, created by business in respect of obligations which are not delinquent or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith and by appropriate proceedings, including appeals of judgments as proceedings and with respect to which a stay of execution shall have been issued, and adequate reserves shall have been established, and are being maintained, in accordance with GAAP, (v) created by Liens listed on Schedule 6.7 in effect on the Borrower to secure Guarantees by the Borrower of Indebtednessdate hereof; (vi) attachments, the interest on judgments and other similar Liens for sums not exceeding $5,000,000 (excluding any portion thereof which is excludable from covered by insurance so long as the gross income insurer is reasonably likely to be able to pay and has accepted a tender of defense and indemnification without reservation of rights); (vii) attachments, judgments and other similar Liens for sums of $5,000,000 or more (excluding any portion thereof which is covered by insurance so long as the recipient thereof for Federal income tax purposes as insurer is reasonably likely to be able to pay and has accepted a tender of defense and indemnification without reservation of rights) provided the execution or other enforcement of such Liens is effectively stayed and claims secured thereby are being actively contested in good faith and by appropriate proceedings and have been bonded off; (viii) Liens on cash and Investments (other than Collateral) pursuant to trusts or other security arrangements in connection with Reinsurance Agreements and Liens securing Debt permitted under Section 103(a6.3(e); (ix) of the Internal Revenue Code or Liens in connection with Debt permitted under Section 103(a) of the Internal Revenue Code of 1954, as amended, 6.3(f); (x) Liens in favor of the Administrative Agent for the benefit of the Lenders; (xi) Purchase Money Liens securing Purchase Money Debt permitted under Section 6.3(b); (xii) any interest or title of a Member lessor in assets subject to any Capitalized Lease or operating lease which is a state or political subdivision thereof or permitted under this Agreement; and (yxiii) Liens not permitted by any other clause of a state or political subdivision thereof incurred this Section 6.7 securing Debt in an aggregate amount not to benefit a Member for one of the purposes exceed $250,000, provided in any Liens granted (other than Liens pursuant to Section 142(a)(26.7(x)) do not extend to any Collateral and after giving effect to all Liens under clauses (viii) through (xiii), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or there are Unencumbered Assets sufficient to ensure compliance with Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrower6.2.

Liens. The No Borrower will not create create, incur, assume or permit to exist exist, any Lien on or with respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on upon or with respect to any of such Subsidiary's assetsits properties, except now owned or hereafter acquired, except: (a) Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGCAdministrative Agent for the ratable benefit of the Lenders pursuant to this Agreement and the other Loan Documents; (b) Liens that are incidental to the conduct of the business of a Borrower, created by are not incurred in connection with the obtaining of credit and do not materially impair the value or resulting from any legal proceedings use of assets of such Borrower; (c) purchase-money Liens, whether now existing or hereafter arising (including legal proceedings instituted those arising out of a Capital Lease or a Synthetic Lease) on any fixed assets provided that (1) any property subject to a purchase money Lien is acquired by such Borrower in the Borrower ordinary course of its respective business and the Lien on any such property is created contemporaneously with such acquisition, (2) each such Lien shall attach only to the property so acquired and the proceeds thereof, and (3) the Debt secured by all such purchase money Liens shall not exceed at any time outstanding $250,000 in the aggregate for all of the Borrowers; (d) Liens imposed by law for taxes, assessments, or charges of any Subsidiary) Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings, including appeals of judgments as proceedings and with respect to which a stay adequate reserves or other appropriate provisions are being maintained by such Person in accordance with and if required by GAAP; (e) statutory Liens of execution shall have been issuedlandlords and of carriers, warehousemen, mechanics, materialmen, and other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves shall have been establishedor other appropriate provisions are being maintained by such Person in accordance with and if required by GAAP; (f) Liens (1) incurred or deposits made (including, (vwithout limitation, surety bonds and appeal bonds) created by the Borrower in connection with workers compensation, unemployment insurance and other types of social security benefits or to secure Guarantees by the Borrower performance of Indebtednesstenders, bids, leases, contracts (other than for the repayment of Debt), statutory obligations and other similar obligations, or (2) arising as a result of progress payments under government contracts; (g) the interest or title of any lessor or sublessor in Property leased under an operating lease or of any licensor or sublicensor in Property licensed to a Borrower; (h) encumbrances and restrictions on which is excludable from real property (including easements, covenants, rights of way and similar restrictions of record) that do not materially interfere with the gross income present use of the recipient thereof for Federal income tax purposes as provided in Section 103(asuch real property; and (i) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by Liens not otherwise permitted hereunder that do not exceed $50,000 at any Subsidiary to the Borrowertime outstanding.

Liens. The Borrower will not create Create, incur, assume or permit to exist any Lien on upon any Collateral (other than Liens in favor of a Borrower or with a Subsidiary Guarantor), whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (a) any Lien created under the Loan Documents or permitted in respect to any Indebtedness of any Member which is an asset Mortgaged Vessel by the terms of the Borrowerapplicable Vessel Mortgage; (b) Liens on Collateral existing on the Closing Date and set forth on Schedule 6.02(b) and any modifications, now existing replacements, renewals or hereafter created, or any collateral extensions thereof; (c) Liens ranking junior to the Liens on the Collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens Obligations; provided that (i) granted by the Borrower Loan-to-Value Ratio on a Pro Forma Basis will be equal to the trustee pursuant or less than [*] to either Indenture, 1.0 and (ii) on any at the time of the incurrence of such Indebtedness granted Lien and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (1) Liens imposed by the Borrower law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens and Liens in favor of customs and revenue authorities to secure any borrowing for payment of customs duties in connection with the purpose importation of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for goods; in each case arising in the purpose ordinary course of providing financing to telephone business and related systems eligible to borrow from the RUS, securing obligations which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) do not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Collateral and do not materially impact the use thereof in the operation of the business of the Company or resulting from any legal proceedings (including legal proceedings instituted by the Borrower applicable Material Subsidiary or any Subsidiary) which that are being contested in good faith by appropriate proceedings; and with respect to the Mortgaged Vessels: (i) Liens fully covered (in excess of deductibles required or permitted by Section 5.02) by valid policies of insurance meeting the requirements of the Deeds of Covenant, including appeals (ii) Liens for master’s and crew’s wages on, if not yet due and payable, and (iii) other maritime liens arising in the ordinary course of judgments business in an amount not to exceed the greater of (x) $[*] and [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which a stay of execution shall financial statements have been issueddelivered pursuant to Section 5.04 and (2) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; (1) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 5.03; (2) Liens in respect of Indebtedness permitted by (a) Section 6.01(f) (to the extent such obligations are in respect of trade-related letters of credit and adequate reserves shall have been establishedbankers’ acceptances and cover the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof), (vb) created by Section 6.01(i) (provided, that in the Borrower to secure Guarantees by the Borrower case of Indebtedness, the interest on which is excludable from the gross income any Lien in respect of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended6.01(i), (x) of a Member which is a state that such Liens do not apply to any property or political subdivision thereof assets other than the property or assets being acquired or improved or (y) that immediately after giving effect to any such Lien and the incurrence of a state any Indebtedness incurred at the time such Lien is created, incurred or political subdivision thereof incurred permitted to benefit a Member for one exist, the Company is in Ratio Compliance and at the time of the purposes incurrence of such Lien and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom) and (c) Section 6.01(z) (provided, for the avoidance of doubt that the Net Proceeds of such Indebtedness (other than Permitted Refinancing Indebtedness), shall be applied to prepay Term Loans as provided in Section 142(a)(2), clause (4), (5), (6), (8), (9), (10) or (12b) of the Internal Revenue Code or definition of “Senior Secured Notes”) and/or Section 103(b)(4)(D6.01‎(aa); (3) Liens on not more than the greater of (x) $[*] and (y) [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04 of deposits securing Swap Agreements permitted to be incurred under Section 6.10; and (4) Liens securing judgments that do not constitute an Event of Default under Section 8.01(j); and (f) (1) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (Eother than Capital Lease Obligations), statutory obligations (Fother than obligations under ERISA), credit card processing arrangements, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (G)including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; and (H2) leases or (J) subleases, licenses or sublicenses, granted to others in the ordinary course of business not interfering in any material respect with the business of the Internal Revenue Code of 1954Company and its Subsidiaries, taken as amended, and (vi) granted by any Subsidiary to the Borrowera whole.

Liens. The Borrower will not create or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtednessnot, and the Borrower will not permit any Subsidiary to create to, create, incur, assume or permit suffer to exist any Lien on or with respect to upon any of such Subsidiary's its property, revenues or assets, except whether now owned or hereafter acquired, except: (a) Liens (i) granted by for taxes, assessments or governmental charges not then due and delinquent and for which a penalty has not attached or the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose validity of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes is being contested in good faithfaith and by proper proceedings and with respect to which adequate reserves are maintained in accordance with GAAP; (b) Liens arising in connection with court proceedings, (iv) other than in favor provided that the execution of the PBGCsuch Liens is effectively stayed, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which such Liens are being contested in good faith by appropriate proceedings, including appeals of judgments as to which a stay of execution shall have been issued, and adequate reserves are maintained with respect thereto in accordance with GAAP; (c) Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money, including encumbrances in the nature of zoning restrictions, easements, rights and restrictions of record on the use of real Property, landlord's and lessor's liens in the ordinary course of business, which do not, individually or in the aggregate, materially interfere with the conduct of the business of the Borrower and its Subsidiaries taken as a whole and do not materially affect the value of the Property subject to such Liens; (d) Construction or materialmen's or mechanic's Liens securing obligations not overdue or, if overdue, being contested in good faith and by proper proceedings and with respect to which adequate reserves are maintained in accordance with GAAP; (e) Liens in connection with workers' compensation, social security taxes or similar charges arising in the ordinary course of business and not incurred in connection with the borrowing of money; (f) Liens existing on the Effective Date set forth in Item 2.3(f) of the Disclosure Schedule attached hereto; (g) Intercompany Liens (for purposes of intercompany Liens, a Subsidiary shall have been establishedmean any corporation of which the Borrower directly or indirectly owns at least 80% of the Voting Stock); (h) The extension, renewal or replacement of any Lien permitted by the foregoing paragraph (vf) in respect of the same Property theretofore subject thereto or the extension, renewal or replacement (without increase of principal amount of the Indebtedness originally incurred); (i) Liens incurred in connection with obtaining or performing government contracts in the ordinary course of business and not incurred in connection with the borrowing of money; (i) Any Lien in Property or in rights relating thereto to secure any rights granted with respect to such Property in connection with the provision of all or a part of the purchase price or cost of the construction of such Property created contemporaneously with, or within 270 days after, such acquisition or the completion of such construction (except Liens in connection with the Ponca City Litigation shall not be permitted under this clause (j)(i)), or (ii) any Lien in Property existing in such Property at the time of acquisition thereof, whether or not the debt secured thereby is assumed by the Borrower or such Subsidiary; provided, that the Indebtedness secured by any such Lien referred to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income in clauses (i) and (ii) above shall not exceed 100% of the recipient thereof for Federal income tax purposes as provided fair market value on the related Property at the time the Lien was originally created; (k) the Shared Lien; and (l) Liens created, in Section 103(a) the ordinary course of the Internal Revenue Code or Section 103(a) Borrower's and each Subsidiary's business, under the Packers and Stockyards Act of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 19541921, as amended, and the regulations promulgated thereunder, provided, that the creation and continued existence of any such Liens, either individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the condition (vifinancial or otherwise) granted by any Subsidiary to of the Borrower and the Subsidiaries, taken as a whole, or on the Borrower's ability to perform its obligations under any of the Financing Agreements (as defined in the Intercreditor Agreement).

Liens. The Borrower Lessee will not create directly or permit indirectly create, incur, assume or suffer to exist any Lien on or with respect to the Aircraft, the Airframe or any Indebtedness of Engine, title thereto or any Member which is an asset interest therein or in this Lease except: (a) the respective rights of the Borrower, now existing parties to the Operative Agreements; (b) the rights of others under agreements or hereafter created, or any collateral securing any such Indebtedness, and arrangements to the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted extent expressly permitted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interestSections 7.2 and 8.3; (c) Lessor Liens; (d) liens for taxes, premium, if any, and amortization) assessments or other governmental charges either not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent yet due or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith (and for the payment of which adequate reserves have been provided in accordance with generally accepted accounting principles) by appropriate proceedingsproceedings so long as such proceedings do not involve any material danger of the sale, including appeals forfeiture, loss or loss of judgments use of the Aircraft, the Airframe or any Engine or any interest therein; (e) materialmen's, mechanics', workers', repairers', employees' or other like Liens arising in the ordinary course of business for amounts the payment of which is either not yet due or not overdue for a period of more than 30 days or is being contested in good faith (and for the payment of which adequate reserves have been provided in accordance with generally accepted accounting principles) by appropriate proceedings so long as such Liens do not involve any material danger of the sale, forfeiture, loss or loss of use of the Aircraft, the Airframe or any Engine or any interest therein; (f) Liens arising out of any judgment or award against Lessee, unless the judgment secured shall not, within 45 days after entry thereof, have been discharged or vacated or execution thereof stayed pending appeal or shall not have been discharged, vacated or reversed within 45 days after the execution of such stay; and (g) any other Lien with respect to which a stay of execution Lessee shall have been issued, and provided a bond or other security adequate reserves in the reasonable judgment of Lessor. Lessee will promptly take (or cause to be taken) such action at its own expense as may be necessary duly to discharge any such Lien not excepted above if the same shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by arise at any Subsidiary to the Borrowertime.

Liens. The Parent and Borrower will not, and will not create permit any of their Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or with asset now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect to any Indebtedness of any Member which is an asset of thereof, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to asset of Parent, Borrower or any of such Subsidiary's assets, except Liens their Subsidiaries existing on the date hereof and set forth in Schedule 7.13(b); provided that (i) granted by the Borrower scope of the collateral to the trustee pursuant to either Indenture, which such Lien applies shall not be expanded and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens described in the definition of “Permitted Priority Debt”; (d) Liens securing Indebtedness granted permitted under Section 9.01(b); (e) Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (f) Liens imposed by law which were incurred in the Borrower to secure any borrowing for the purpose ordinary course of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUSbusiness, which borrowing or borrowings are on terms including (except as to terms of interestbut not limited to) carriers’, premiumshippers’, if anylandlords’, warehousemen’s, materialmen’s, and amortization) not materially more disadvantageous to mechanics’ liens and other similar liens arising in the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% ordinary course of the aggregate principal amount of such Indebtedness) business and which Liens secure amounts (x) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryy) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required in accordance with GAAP; (g) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (h) deposits to secure the performance of bids, trade contracts, governmental contracts and leases, surety, stay, customs, bid and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) Liens securing taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (j) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (k) with respect to any real Property, (vA) created such defects or encroachments as might be revealed by an up-to-date survey of such real Property; (B) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the Borrower original owner of such real Property pursuant to applicable Laws; and (C) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws, which, in the aggregate for (A), (B) and (C), are not material, and which 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 Obligors; (l) Bankers’ liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (m) with respect to Patents, Trademarks, Copyrights or other Intellectual Property, licenses and sublicenses permitted by Section 9.09; (n) ▇▇▇▇▇▇▇ money deposits in connection with Permitted Acquisitions permitted by Section 9.03; (o) Liens arising from precautionary UCC financing statement filings regarding leases and consignment arrangements entered into in the ordinary course of business; (p) (i) that certain certificate of deposit in an aggregate amount not to exceed $50,000 plus all interest accruing thereon maintained with Bank of America, N.A. (and any successor certificate of deposit or account) to secure Guarantees the Borrower’s obligations to customs authorities and (ii) that certificate of deposit in an aggregate amount not to exceed $500,000 plus all interest accruing thereon maintained with American Express TRS (and any successor certificate of deposit or account) to secure obligations in connection with the corporate charge card program maintained with American Express; and (q) Cash deposits in segregated Deposit Accounts to secure Indebtedness permitted by Section 9.01(k) in an aggregate amount not to exceed 105% of the Borrower aggregate outstanding amount of such Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in that, subject to Section 103(a3.02(d) of the Internal Revenue Code or Section 103(a) Security Agreement, no creditor other than the issuing bank of such Indebtedness shall have a Lien on such segregated Deposit Accounts provided that, no Lien otherwise permitted under any of the Internal Revenue Code of 1954, as amended, foregoing Sections 9.02(b) through (xp) of a Member which is a state or political subdivision thereof or (yother than clauses (i) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vim)) granted by shall apply to any Subsidiary to the BorrowerMaterial Intellectual Property.

Liens. The Parent and Borrower will not, and will not create permit any of their Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or with asset now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect to any Indebtedness of any Member which is an asset of thereof, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to asset of Parent, Borrower or any of such Subsidiary's assets, except Liens their Subsidiaries existing on the date hereof and set forth in Schedule 7.13(b); provided that (i) granted by the Borrower scope of the collateral to the trustee pursuant to either Indenture, which such Lien applies shall not be expanded and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) [reserved]; (d) [reserved]; (e) Liens securing Indebtedness granted permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (f) Liens imposed by law which were incurred in the Borrower to secure any borrowing for the purpose ordinary course of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUSbusiness, which borrowing or borrowings are on terms including (except as to terms of interestbut not limited to) carriers’, premiumshippers’, if anylandlords’, warehousemen’s, materialmen’s, and amortization) not materially more disadvantageous to mechanics’ liens and other similar liens arising in the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% ordinary course of the aggregate principal amount of such Indebtedness) business and which Liens secure amounts (x) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryy) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required in accordance with GAAP; (g) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (h) deposits to secure the performance of bids, trade contracts, governmental contracts and leases, surety, stay, customs, bid and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) Liens securing taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (j) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (k) with respect to any real Property, (vA) created such defects or encroachments as might be revealed by an up-to-date survey of such real Property; (B) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the Borrower original owner of such real Property pursuant to secure Guarantees applicable Laws; and (C) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws, which, in the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof aggregate for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2A), (4B) and (C), (5)are not material, (6), (8), (9), (10) or (12) and which do not in any case materially detract from the value of the Internal Revenue Code property subject thereto or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) interfere with the ordinary conduct of the Internal Revenue Code business of 1954any of the Obligors; (l) Bankers’ liens, as amendedrights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (m) with respect to Patents, Trademarks, Copyrights or other Intellectual Property, licenses and sublicenses permitted by Section 9.09; (n) [reserved]; (o) Liens arising from precautionary UCC financing statement filings regarding leases and consignment arrangements entered into in the ordinary course of business; (p) (i) that certain certificate of deposit in an aggregate amount not to exceed $50,000 plus all interest accruing thereon maintained with Bank of America, N.A. (and any successor certificate of deposit or account) to secure the Borrower’s obligations to customs authorities and (viii) granted by that certificate of deposit in an aggregate amount not to exceed $500,000 plus all interest accruing thereon maintained with American Express TRS (and any Subsidiary successor certificate of deposit or account) to secure obligations in connection with the Borrowercorporate charge card program maintained with American Express; and (q) [reserved] provided that, no Lien otherwise permitted under any of the foregoing Sections 9.02(b) through (p) (other than clauses (i) and (m)) shall apply to any Material Intellectual Property.

Liens. The Borrower Lessee will not create directly or permit indirectly create, incur, assume or suffer to exist any Lien on or with respect to the Aircraft, the Airframe or any Indebtedness of Engine, title thereto or any Member which is an asset interest therein or in this Lease except: (a) the respective rights of the Borrower, now existing parties to the Operative Agreements; (b) the rights of others under agreements or hereafter created, or any collateral securing any such Indebtedness, and arrangements to the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted extent expressly permitted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interestSections 7.2 and 8.3; (c) Lessor Liens; (d) Liens for taxes, premium, if any, and amortization) assessments or other governmental charges either not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent yet due or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith (and for the payment of which adequate reserves have been provided in accordance with generally accepted accounting principles) by appropriate proceedingsproceedings so long as such proceedings do not involve any material danger of the sale, including appeals forfeiture, loss or loss of judgments use of the Aircraft, the Airframe or any Engine or any interest therein; (e) materialmen's, mechanics', workers', repairers', employees' or other like Liens arising in the ordinary course of business for amounts the payment of which is either not yet due or not overdue for a period of more than 60 days or is being contested in good faith (and for the payment of which adequate reserves have been provided in accordance with generally accepted accounting principles) by appropriate proceedings so long as such Liens do not involve any material danger of the sale, forfeiture, loss or loss of use of the Aircraft, the Airframe or any Engine or any interest therein; (f) Liens arising out of any judgment or award against Lessee, unless the judgment secured shall not, within 45 days after entry thereof, have been discharged or vacated or execution thereof stayed pending appeal or shall not have been discharged, vacated or reversed within 45 days after the expiration of such stay; and (g) any other Lien with respect to which a stay of execution Lessee shall have been issued, and provided a bond or other security adequate reserves in the reasonable judgment of Lessor. Lessee will promptly take (or cause to be taken) such action at its own expense as may be necessary duly to discharge any such Lien not excepted above if the same shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by arise at any Subsidiary to the Borrowertime.

Liens. The Borrower Company covenants and warrants that it will not create or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtednessnot, and the Borrower will not permit any Subsidiary to create create, assume or permit suffer to exist any Lien on or with respect to upon any of such Subsidiary's its property or assets, except Liens whether now owned or hereafter acquired; provided that this paragraph 6C shall not apply to the following: (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing Liens for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent yet due or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which that are being actively contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall adequate reserves have been issuedestablished in accordance with GAAP; (ii) other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (a) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and adequate reserves (b) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (iii) easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of the Company or any of its Subsidiaries; (iv) Liens securing the Notes; (v) Liens on fixed assets securing the loans or capital leases pursuant to paragraph 6B(vi) hereof, provided that such Lien only attaches to the property being acquired or leased; (vi) Liens on the Receivables Related Assets in connection with the Permitted Receivables Facility securing the obligations under the Permitted Receivables Facility; and (vii) any other Liens, to the extent not otherwise permitted pursuant to subparts (i) through (vi) hereof, so long as the aggregate amount of Priority Indebtedness does not exceed at any time, for the Company and all Subsidiaries, an amount equal to fifteen percent (15%) of Consolidated Total Assets; provided, however, that no Liens that secure any obligations of the Company under the Primary Credit Facility, the 2008 Note Purchase Agreement or the 2011 Note Purchase Agreement shall have been establishedbe permitted under this clause (vii). The Company shall not, and shall not permit any Subsidiary (other than the Receivables Subsidiary) to, enter into any Material Indebtedness Agreement (other than any contract or agreement entered into in connection with the Indebtedness permitted to be incurred pursuant to paragraph 6B(ii), (iii), (iv), (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10vi) or (12ix) hereof) that would prohibit the holders of the Internal Revenue Code Notes from acquiring a security interest, mortgage or Section 103(b)(4)(D)other Lien on, (E)or a collateral assignment of, (F), (G), (H) or (J) any of the Internal Revenue Code property or assets of 1954, as amended, and (vi) granted by the Company or any Subsidiary to the Borrowerof Subsidiaries.

Liens. The Neither the Borrower will not create nor the Restricted Subsidiaries shall, directly or permit indirectly, create, incur, assume or suffer to exist any Lien on upon any of its property, assets or with respect revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date; provided that any Lien securing Indebtedness in excess of any Member which (x) $2,500,000 individually or (y) $10,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (b) that are not listed on Schedule 7.01(b)) shall only be permitted to the extent such Lien is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtednesslisted on Schedule 7.01(b), and the Borrower will not permit any Subsidiary to create modifications, replacements, renewals, refinancings or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens extensions thereof; provided that (i) granted the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by the Borrower to the trustee pursuant to either Indenturesuch Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) on any the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUSLiens, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors extent constituting Indebtedness, is permitted by Section 7.03; (c) Liens for Taxes that are not overdue for a period of more than the borrowings under either Indenture thirty (it being understood 30) days or that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith and by appropriate proceedingsactions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP; (d) statutory or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business that secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP; (e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including appeals obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) letters of credit and bank guarantees required or requested by any Governmental Authority) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and minor title defects affecting Real Property that do not in the aggregate materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; (j) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to which secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (k) Liens (i) of a stay collection bank arising under Section 4-210 of execution shall the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions; (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(i) or (n) or, to the extent related to any of the foregoing, Section 7.02(r) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been issuedpermitted on the date of the creation of such Lien; (m) Liens (i) in favor of the Borrower or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party or (ii) in favor of the Borrower or any Subsidiary Guarantor; (n) any interest or title of a lessor, and adequate reserves shall have been establishedsublessor, (v) created licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by the Borrower to secure Guarantees or any of its Restricted Subsidiaries in the ordinary course of business; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of Indebtedness, its Restricted Subsidiaries in the interest on which is excludable from ordinary course of business permitted by this Agreement; Section 7.02; (p) Liens deemed to exist in connection with Investments in repurchase agreements under (q) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the gross income ordinary course of the recipient thereof business and not for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrower.speculative purposes;

Liens. The Borrower Such Obligor will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or with asset now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect to any Indebtedness of any Member which is an asset of thereof, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to asset of Borrower or any of such Subsidiary's assets, except Liens its Subsidiaries existing on the date hereof and set forth in Schedule 7.13(b); provided that (i) granted by the no such Lien shall extend to any other property or asset of Borrower to the trustee pursuant to either Indenture, or any of its Subsidiaries and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens described in the definition of “Permitted Priority Debt”; (d) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(h); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral described in Section 9.01(h); (e) Liens imposed by law which were incurred in the borrowings under either Indenture ordinary course of business, including (it being understood that but not limited to) carriers’, warehousemen’s and mechanics’ liens, liens relating to leasehold improvements and other similar liens arising in the Borrower can not pledge such assets to an extent greater than 150% ordinary course of the aggregate principal amount of such Indebtedness) business and which Liens secure amounts (x) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryy) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required in accordance with GAAP; (f) Liens, pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (g) Liens securing taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (h) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (i) with respect to any real Property, (vA) created such defects or encroachments as might be revealed by an up-to-date survey of such real Property; (B) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the Borrower original owner of such real Property pursuant to secure Guarantees applicable Laws; and (C) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws, which, in the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof aggregate for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2A), (4B) and (C), are not material, and which 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 Obligors; and (D) leases or subleases granted in the ordinary course of business; (j) Bankers liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (k) (i) Liens securing Indebtedness permitted in reliance on Section 9.01(l), provided that such Liens extend solely to the assets acquired in such Permitted Acquisition; and (ii) Liens on property acquired in and existing at the time of a Permitted Acquisition, provided that such Liens do not attach to any other property of any other Obligor or Subsidiary; and provided that such Liens are of the type otherwise permitted under this Section 9.02; (l) Non-exclusive licenses or sublicenses, leases or subleases of property (other than real Property or Intellectual Property) granted in the ordinary course of Borrower’s business, if the leases, subleases, licenses and sublicenses do not prohibit an Obligor from granting Agent or any Lender a security interest in such property; (m) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 11.01(l); (n) Liens consisting of cash collateral arrangements made with respect to letters of credit permitted by Section 9.01(k) but not exceeding the amount of the Indebtedness permitted by Section 9.01(k); (o) Liens in connection with transfers permitted under Section 9.09; and (p) Liens the creation of which did not involve Borrower’s or its Subsidiaries’ consensual participation or involvement encumbering assets not to exceed $50,000 in the aggregate. provided that no Lien otherwise permitted under any of the foregoing (other than Sections 9.02 (a), (5k), (6), (8), (9), (10m) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vio)) granted by shall apply to any Subsidiary to the BorrowerMaterial Intellectual Property.

Liens. The Borrower will not create Create, incur, assume or permit suffer to exist any Lien on upon the Collateral and any of its other property, assets or with respect revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”): (a) Liens pursuant to any Indebtedness of Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any Member which is an asset of the Borrower, now existing renewals or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens extensions thereof; provided that (i) granted by the Borrower to the trustee pursuant to either Indentureproperty, assets or revenues covered thereby is not changed, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems amount secured or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (benefited thereby is not increased except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstandingcontemplated by Section 7.02(b), (iii) of current taxes the direct or any contingent obligor with respect thereto is not delinquent or a security for taxes being contested in good faithchanged, and (iv) other than in favor any renewal or extension of the PBGC, created obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes not yet due or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, including appeals if adequate reserves with respect thereto are maintained on the books of judgments the applicable Person in accordance with GAAP; (d) statutory Liens such as to carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a stay period of execution more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; provided that, a reserve or other appropriate provision shall have been issuedmade therefor; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness) that is not Indebtedness permitted under Section 7.02, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and adequate reserves shall have been establishedwhich 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 the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property, assets or revenues other than the property, assets or revenues financed by such Indebtedness and (vii) created the Indebtedness secured thereby does not exceed the cost or fair market value at the time of the acquisition, whichever is lower, of the property being acquired on the date of acquisition; (j) Liens (i) securing Indebtedness permitted under Section 7.02(g) on the property, assets and revenues of Excluded Subsidiaries and (ii) securing obligations of the Excluded Subsidiaries pursuant to the Tax Equity Documents, in each case so long as such Liens do not attach to the net proceeds of any Available Take-Out; (k) Liens securing Indebtedness permitted under Section 7.02(h) so long as such Liens attach only to the vehicles or computer systems financed thereby; (l) Liens securing Indebtedness permitted under Section 7.02(j) so long as such Liens attach only to the assets financed thereby; (m) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower to secure Guarantees by Borrowers or any of their Subsidiaries, in each case in the Borrower ordinary course of Indebtedness, the interest on which is excludable from the gross income business in favor of the recipient bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (n) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (o) Any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof for Federal income tax purposes as provided in the ordinary course of business and covering only the assets so leased, licensed or subleased; (p) Liens of a collection bank arising under Section 103(a) 4-210 of the Internal Revenue Code UCC on items in the course of collection; (q) Any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; (r) Liens on property, assets and revenues of Excluded Subsidiaries securing Indebtedness incurred under Section 103(a7.02(m); (s) Liens on SRECs or Liens in connection with any contract or agreement for the sale of the Internal Revenue Code of 1954, as amended, SRECs; and (xt) of a Member which is a state other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $10,000,000; provided that no such Lien shall extend to or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by cover any Subsidiary to the BorrowerCollateral.

Liens. The Borrower Subject to the provisions of Article XII relating to permitted contests, Tenant will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property or any Capital Improvement thereto or upon the Gaming Licenses (including indirectly through a pledge of shares in the direct or indirect entity owning an interest in the Gaming Licenses) or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (i) this Master Lease; (ii) the matters that existed as of the Commencement Date with respect to such Facility and disclosed on Schedule A; (iii) restrictions, liens and other encumbrances which are consented to in writing by Landlord (such consent not to be unreasonably withheld); (iv) liens for Impositions which Tenant is not required to pay hereunder; (v) subleases permitted by Article XXII; (vi) liens for Impositions not yet delinquent or being contested in accordance with Article XII, provided that Tenant has provided appropriate reserves as required under GAAP and any foreclosure or similar remedies with respect to such Impositions have not been instituted and no notice as to the institution or commencement thereof has been issued except to the extent such institution or commencement is stayed no later than the earlier of (x) ten (10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; (vii) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either disputed or not yet due, provided that (1) the payment of such sums shall not be postponed under any related contract for more than sixty (60) days after the completion of the action giving rise to such lien unless being contested in accordance with Article XII and such reserve or other appropriate provisions as shall be required by law or GAAP shall have been made therefor and no foreclosure or similar remedies with respect to such liens has been instituted and no notice as to the institution or commencement thereof have been issued except to the extent such institution or commencement is stayed no later than the earlier of (x) ten (10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; or (2) any such liens are in the process of being contested as permitted by Article XII; (viii) any liens created by Landlord; (ix) liens related to equipment leases or equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Leased Property, provided that the payment of any sums due under such equipment leases or equipment financing shall either (1) be paid as and when due in accordance with the terms thereof, or (2) be in the process of being contested as permitted by Article XII and provided that a ▇▇▇▇ ▇▇▇▇▇▇’▇ removal of any such Tenant’s Property from the Leased Property shall be made in accordance with the requirements set forth in this Section 11.1; (x) liens granted as security for the obligations of Tenant and its Affiliates under a Debt Agreement; provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to exist encumber its leasehold interest (or a subtenant to encumber its subleasehold interest) in the Leased Property or its direct or indirect interest (or the interest of any Lien of its Subsidiaries) in the Gaming Licenses (other than, in each case, to a Permitted Leasehold Mortgagee), without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion; and provided, further, that Tenant shall be required to provide Landlord with fully executed copies of any and all Permitted Leasehold Mortgages and related principal Debt Agreements; and (xi) easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Indebtedness Leased Property, in each case whether now or hereafter in existence, not individually or in the aggregate materially interfering with the conduct of the business on the Leased Property, taken as a whole. For the avoidance of doubt, the parties acknowledge and agree that ▇▇▇▇▇▇ has not granted any liens in favor of Landlord as security for its obligations hereunder (except to the extent contemplated in the final paragraph of this Section 11.1) and nothing contained herein shall be deemed or construed to prohibit the issuance of a lien on the Equity Interests in Tenant (it being agreed that any foreclosure by a lien holder on such interests in Tenant shall be subject to the restriction on Change in Control set forth in Article XXII) or to prohibit Tenant from pledging its Accounts and other Tenant’s Property and other property of Tenant, including fixtures and equipment installed by Tenant at the Facilities, as collateral in connection with financings from equipment lenders (or to Permitted Leasehold Mortgagees); provided that Tenant shall in no event pledge to any Person that is not granted a Permitted Leasehold Mortgage hereunder any of the Gaming Licenses or other of Tenant’s Property to the extent that such Tenant’s Property cannot be removed from the Leased Property without damaging or impairing the Leased Property (other than in a de minimis manner). For the further avoidance of doubt, by way of example, Tenant shall not grant to any lender (other than a Permitted Leasehold Mortgagee) a lien on, and any and all lien holders (including a Permitted Leasehold Mortgagee) shall not have the right to remove, carpeting, internal wiring, elevators, or escalators at the Leased Property, but lien holders may have the right to remove (and Tenant shall have the right to ▇▇▇▇▇ ▇ ▇▇▇▇ on) slot machines and other gaming equipment even if the removal thereof from the Leased Property could result in de minimis damage; provided any such damage is repaired by the lien holder or Tenant in accordance with the terms of this Master Lease. Landlord and ▇▇▇▇▇▇ intend that this Master Lease be an indivisible true lease that affords the parties hereto the rights and remedies of landlord and tenant hereunder and does not represent a financing arrangement. This Master Lease is not an attempt by Landlord or Tenant to evade the operation of any Member which is an asset aspect of the Borrower, now existing or hereafter created, law applicable to any of the Leased Property. Except as otherwise required by applicable law or any collateral securing any such Indebtednessaccounting rules or regulations, Landlord and Tenant hereby acknowledge and agree that this Master Lease shall be treated as an operating lease for all purposes and not as a synthetic lease, financing lease or loan and that Landlord shall be entitled to all the benefits of ownership of the Leased Property, including depreciation for all federal, state and local tax purposes. If, notwithstanding (a) the form and substance of this Master Lease and (b) the intent of the parties, and the Borrower will not permit any Subsidiary language contained herein providing that this Master Lease shall at all times be construed, interpreted and applied to create an indivisible lease of all of the Leased Property, any court of competent jurisdiction finds that this Master Lease is a financing arrangement, this Master Lease shall be considered a secured financing agreement and Landlord’s title to the Leased Property shall constitute a perfected first priority lien in Landlord’s favor on the Leased Property to secure the payment and performance of all the obligations of Tenant hereunder (and to that end, Tenant hereby grants, assigns and transfers to the Landlord a security interest in all right, title or permit interest in or to exist any Lien on and all of the Leased Property, as security for the prompt and complete payment and performance when due of Tenant’s obligations hereunder). Tenant authorizes Landlord, at the expense of Tenant, to make any filings or take other actions as Landlord reasonably determines are necessary or advisable in order to effect fully this Master Lease or to more fully perfect or renew the rights of the Landlord, and to subordinate to the Landlord the lien of any Permitted Leasehold Mortgagee, with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture Leased Property (it being understood that nothing herein shall affect the Borrower can not pledge such assets rights of a Permitted Leasehold Mortgagee under Article XVII hereof). At any time and from time to an extent greater than 150% time upon the request of the aggregate principal amount of such Indebtedness) Landlord, and which Liens secure amounts not exceeding $500,000,000 in at the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor expense of the PBGCTenant, created by Tenant shall promptly execute, acknowledge and deliver such further documents and do such other acts as the Landlord may reasonably request in order to effect fully this Master Lease or resulting from any legal proceedings (including legal proceedings instituted to more fully perfect or renew the rights of the Landlord with respect to the Leased Property. Upon the exercise by the Borrower Landlord of any power, right, privilege or remedy pursuant to this Master Lease which requires any Subsidiary) which are being contested in good faith by appropriate proceedingsconsent, including appeals approval, recording, qualification or authorization of judgments as any governmental authority, Tenant will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that Landlord may be required to which a stay of execution shall have been issuedobtain from Tenant for such consent, and adequate reserves shall have been establishedapproval, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtednessrecording, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code qualification or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowerauthorization.

Liens. The Borrower will not create Create or permit suffer to exist any Lien on or with respect to upon any Indebtedness of its Property (including without limitation, Equity Interests in any Member which is an asset of the Borrower, Credit Party’s Subsidiaries) now existing owned or hereafter createdacquired, or acquire any collateral securing Property upon any such Indebtednessconditional sale or other title retention device or arrangement or any purchase money security agreement; provided, however, that the Credit Parties and the Borrower will not permit their Subsidiaries (or any Subsidiary to of them) may create or permit suffer to exist any Lien exist: (a) Liens in effect on or with respect to any of such Subsidiary's assetsthe date hereof and which are described on Schedule 7.2 attached hereto, except Liens (i) granted by the Borrower to the trustee pursuant to either Indentureprovided, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can Property covered thereby does not pledge increase in scope and such assets Liens may not be renewed and extended, unless the same relate to an extent greater than 150% of Refinancing Indebtedness permitted by Section 7.1(e) above; (b) Liens against the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than Collateral in favor of the PBGCCollateral Agent for the ratable benefit of the Lenders as security for the Obligations and the Revolving Credit Agreement Debt; (c) Liens incurred and pledges and deposits made in the ordinary course of business in connection with workers’ compensation, created unemployment insurance, old-age pensions and other social security benefits (not including any lien described in Section 412(m) of the Code); (d) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, vendors’ and landlords’ liens and other similar liens, incurred in good faith in the ordinary course of business and securing obligations which are incurred in the ordinary course of business and are not overdue for a period of more than 30 days or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments proceedings pursued in good faith and as to which the Borrower or any of its Subsidiaries, as the case may be, shall, to the extent required by GAAP, consistently applied, have set aside on its books adequate reserves; (e) Liens securing the payment of taxes, assessments and governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA), that are not delinquent, are permitted by Section 6.2 hereof, or are being diligently contested in good faith by appropriate proceedings and as to which adequate reserves have been established in accordance with GAAP; provided, however, that the aggregate amount of overdue taxes being diligently contested in good faith at any one time secured by such Liens shall not exceed $1,000,000; (f) Zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a stay landlord or owner of execution the leased property, with or without consent of the lessee) which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (g) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business; (h) Purchase money Liens securing the Indebtedness permitted by Section 7.1(c) above, provided, as a result of the creation of any such Lien, (i) no Default or Event of Default shall have been issuedoccurred and is continuing, (ii) the principal amount of such Lien does not exceed 100% of the purchase price of the asset acquired with such permitted Indebtedness plus accrued interest on such Indebtedness plus protective advances made by the holder of such permitted Indebtedness, and adequate reserves (iii) such Lien shall have been establishednot apply to any other Property other than the asset acquired with such purchase money Indebtedness; (i) Liens in favor of the Borrower or any Guarantor (other than the Parent) securing any Indebtedness permitted pursuant to Sections 7.1(g) hereof; (j) Liens on fixed assets securing Indebtedness permitted to be assumed, acquired or incurred in connection with acquisitions permitted under Section 7.4(e)(7), provided, (vi) created the applicable Lien existed on the applicable Property prior to the acquisition thereof by the Borrower to secure Guarantees by or any Subsidiary or existed on any Property of any Person that becomes a Subsidiary of the Borrower of Indebtednessafter the date hereof prior to the time such Person becomes a Subsidiary, (ii) the interest on which is excludable from the gross income applicable Lien shall not apply to any other Property of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code Borrower or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amendedany Subsidiary, and (viiii) granted by any Subsidiary the applicable Lien shall secure only those obligations which it secures on the date of the applicable acquisition or the date such Person becomes a Subsidiary, as the case may be; (k) Liens consisting of bankers’ liens and rights of setoff, but only to the Borrowerextent permitted under any applicable Tri-Party Agreements, and in each case, arising by operation of law, and Liens on documents presented in letter of credit drawings; and (l) Liens on securities securing Indebtedness to the extent permitted in accordance with Section 7.1(n). Provided, however, notwithstanding anything contained above in this Section 7.2 to the contrary, if any of the permitted Liens are of the type that are being contested in good faith by appropriate proceedings as to the Borrower or any of its Subsidiaries, the Indebtedness giving rise to such contested Lien(s) must be immediately paid upon commencement of any foreclosure process or proceeding with respect to such Lien(s) unless the same shall be effectively stayed or a surety bond with respect thereto (which is satisfactory in all respects to the Agent), is posted.

Liens. (a) The Borrower will Company shall not, and shall not create permit any of its Restricted Subsidiaries to, directly or permit indirectly, create, incur, assume or suffer to exist any Lien on or with respect to any Indebtedness of any Member which is an kind on any asset of the Borrower, now existing owned or hereafter createdacquired constituting Collateral, or any collateral securing any such Indebtednessexcept Permitted Liens. (b) Additionally, the Company will not, and the Borrower will not permit any Subsidiary to create of its Restricted Subsidiaries to, directly or permit indirectly, create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) upon any asset (other than Collateral) now owned or hereafter acquired, in order to secure any Indebtedness, unless all payments due under this Indenture and the Notes are secured by a Lien on such property or assets (an “Equal and Ratable Lien”) on an equal and ratable basis with the Indebtedness so secured (or, in the case of Indebtedness subordinated to the Notes or the related Note Guarantees, senior in priority thereto, with the same relative priority as the Notes will have with respect to such subordinated Indebtedness) until such time as such Indebtedness is no longer secured by a Lien. The Trustee and the Collateral Trustee shall, upon delivery of the documentation required by this Indenture and on the terms set forth in this Indenture, execute and deliver any of such Subsidiary's assetspledges, except Liens (i) granted by the Borrower security agreements, intercreditor agreements and similar agreements or documents reasonably necessary to give effect to the trustee pursuant to either Indentureforegoing. For the avoidance of doubt, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone Equal and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Ratable Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to which a stay of execution shall have been issued, and adequate reserves shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, be automatically released upon (x) release of a Member which is a state or political subdivision thereof the Liens requiring the grant of the applicable Equal and Ratable Liens or (y) of a state or political subdivision thereof incurred to benefit a Member for one the repayment in full of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) Indebtedness which was secured by the Lien requiring the creation of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, applicable Equal and (vi) granted by any Subsidiary to the BorrowerRatable Liens.

Liens. The Borrower Subject to the provisions of Article XII relating to permitted contests, Tenant will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property (including, Landlord’s fee simple interest therein) or any Capital Improvement thereto or upon the Gaming Licenses (including indirectly through a pledge of shares in the direct or indirect entity owning an interest in the Gaming Licenses) or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (i) this Master Lease; (ii) the matters that existed as of the Commencement Date with respect to such Facility and disclosed on Schedule 1A; (iii) restrictions, liens and other encumbrances which are consented to in writing by Landlord (such consent not to be unreasonably withheld); (iv) liens for Impositions which Tenant is not required to pay hereunder; (v) subleases permitted by Article XXII; (vi) liens for Impositions not yet delinquent or being contested in accordance with Article XII, provided that Tenant has provided appropriate reserves as required under GAAP and any foreclosure or similar remedies with respect to such Impositions have not been instituted and no notice as to the institution or commencement thereof has been issued except to the extent such institution or commencement is stayed no later than the earlier of (x) ten (10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; (vii) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either disputed or not yet due, provided that (1) the payment of such sums shall not be postponed under any related contract for more than sixty (60) days after the completion of the action giving rise to such lien unless being contested in accordance with Article XII and such reserve or other appropriate provisions as shall be required by law or GAAP shall have been made therefor and no foreclosure or similar remedies with respect to such liens has been instituted and no notice as to the institution or commencement thereof have been issued except to the extent such institution or commencement is stayed no later than the earlier of (x) ten (10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; or (2) any such liens are in the process of being contested as permitted by Article XII; (viii) any liens created by Landlord; (ix) liens related to equipment leases or equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Leased Property, provided that the payment of any sums due under such equipment leases or equipment financing shall either (1) be paid as and when due in accordance with the terms thereof, or (2) be in the process of being contested as permitted by Article XII and provided that a ▇▇▇▇ ▇▇▇▇▇▇’▇ removal of any such Tenant’s Property from the Leased Property shall be made in accordance with the requirements set forth in this Section 11.1; (x) liens granted as security for the obligations of Tenant and its Affiliates under a Debt Agreement; provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to exist encumber (a) its leasehold interest (or a subtenant to encumber its subleasehold interest) in the Leased Property or its direct or indirect interest (or the interest of any Lien of its Subsidiaries) in the Gaming Licenses (other than, in each case, to a Permitted Leasehold Mortgagee), without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion; and provided, further, that Tenant shall be required to provide Landlord with fully executed copies of any and all Permitted Leasehold Mortgages and related principal Debt Agreements or (b) Landlord’s fee simple interest in the Leased Property; and (xi) easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Indebtedness Leased Property, in each case whether now or hereafter in existence, not individually or in the aggregate materially interfering with the conduct of the business on the Leased Property, taken as a whole. For the avoidance of doubt, the parties acknowledge and agree that ▇▇▇▇▇▇ has not granted any liens in favor of Landlord as security for its obligations hereunder (except to the extent contemplated in the final paragraph of this Section 11.1) and nothing contained herein shall be deemed or construed to prohibit the issuance of a lien on the Equity Interests in Tenant (it being agreed that any foreclosure by a lien holder on such interests in Tenant shall be subject to the restriction on Change in Control set forth in Article XXII) or to prohibit Tenant from pledging its Accounts and other Tenant’s Property and other property of Tenant, including fixtures and equipment installed by Tenant at the Facilities, as collateral in connection with financings from equipment lenders (or to Permitted Leasehold Mortgagees); provided that Tenant shall in no event pledge to any Person that is not granted a Permitted Leasehold Mortgage hereunder any of the Gaming Licenses or other of Tenant’s Property to the extent that such Tenant’s Property cannot be removed from the Leased Property without damaging or impairing the Leased Property (other than in a de minimis manner). For the further avoidance of doubt, by way of example, Tenant shall not grant to any lender (other than a Permitted Leasehold Mortgagee) a lien on, and any and all lien holders (including a Permitted Leasehold Mortgagee) shall not have the right to remove, carpeting, internal wiring, elevators, or escalators at the Leased Property, but lien holders may have the right to remove (and Tenant shall have the right to ▇▇▇▇▇ ▇ ▇▇▇▇ on) slot machines and other gaming equipment even if the removal thereof from the Leased Property could result in de minimis damage; provided any such damage is repaired by the lien holder or Tenant in accordance with the terms of this Master Lease. Landlord and ▇▇▇▇▇▇ intend that this Master Lease be an indivisible true lease that affords the parties hereto the rights and remedies of landlord and tenant hereunder and does not represent a financing arrangement. This Master Lease is not an attempt by Landlord or Tenant to evade the operation of any Member which is an asset aspect of the Borrower, now existing or hereafter created, law applicable to any of the Leased Property. Except as otherwise required by applicable law or any collateral securing any such Indebtednessaccounting rules or regulations, Landlord and Tenant hereby acknowledge and agree that this Master Lease shall be treated as an operating lease for all purposes and not as a synthetic lease, financing lease or loan and that Landlord shall be entitled to all the benefits of ownership of the Leased Property, including depreciation for all federal, state and local tax purposes. If, notwithstanding (a) the form and substance of this Master Lease and (b) the intent of the parties, and the Borrower will not permit any Subsidiary language contained herein providing that this Master Lease shall at all times be construed, interpreted and applied to create an indivisible lease of all of the Leased Property, any court of competent jurisdiction finds that this Master Lease is a financing arrangement, this Master Lease shall be considered a secured financing agreement and Landlord’s title to the Leased Property shall constitute a perfected first priority lien in Landlord’s favor on the Leased Property to secure the payment and performance of all the obligations of Tenant hereunder (and to that end, Tenant hereby grants, assigns and transfers to the Landlord a security interest in all right, title or permit interest in or to exist any Lien on and all of the Leased Property, as security for the prompt and complete payment and performance when due of Tenant’s obligations hereunder). Tenant authorizes Landlord, at the expense of Tenant, to make any filings or take other actions as Landlord reasonably determines are necessary or advisable in order to effect fully this Master Lease or to more fully perfect or renew the rights of the Landlord, and to subordinate to the Landlord the lien of any Permitted Leasehold Mortgagee, with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture Leased Property (it being understood that nothing herein shall affect the Borrower can not pledge such assets rights of a Permitted Leasehold Mortgagee under Article XVII hereof). At any time and from time to an extent greater than 150% time upon the request of the aggregate principal amount of such Indebtedness) Landlord, and which Liens secure amounts not exceeding $500,000,000 in at the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor expense of the PBGCTenant, created by Tenant shall promptly execute, acknowledge and deliver such further documents and do such other acts as the Landlord may reasonably request in order to effect fully this Master Lease or resulting from any legal proceedings (including legal proceedings instituted to more fully perfect or renew the rights of the Landlord with respect to the Leased Property. Upon the exercise by the Borrower Landlord of any power, right, privilege or remedy pursuant to this Master Lease which requires any Subsidiary) which are being contested in good faith by appropriate proceedingsconsent, including appeals approval, recording, qualification or authorization of judgments as any governmental authority, Tenant will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that Landlord may be required to which a stay of execution shall have been issuedobtain from Tenant for such consent, and adequate reserves shall have been establishedapproval, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtednessrecording, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code qualification or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowerauthorization.

Liens. The Borrower Such Obligor will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or with asset now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect to any Indebtedness of any Member which is an asset of thereof, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to asset of Borrower or any of such Subsidiary's assets, except Liens its Subsidiaries existing on the date hereof and set forth in Part II of Schedule 7.13(b); provided that (i) granted by the no such Lien shall extend to any other property or asset of Borrower to the trustee pursuant to either Indenture, or any of its Subsidiaries and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens described in the definition of “Permitted Priority Debt”; (d) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(h); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral described in Section 9.01(h); (e) Liens imposed by law which were incurred in the borrowings under either Indenture ordinary course of business, including (it being understood that but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the Borrower can not pledge such assets to an extent greater than 150% ordinary course of the aggregate principal amount of such Indebtedness) business and which Liens secure amounts (x) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryy) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required in accordance with GAAP; (f) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (g) Liens securing taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (h) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (i) with respect to any real Property, (vA) created such defects or encroachments as might be revealed by an up-to-date survey of such real Property; (B) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the Borrower original owner of such real Property pursuant to secure Guarantees applicable Laws; and (C) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws, which, in the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof aggregate for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2A), (4B) and (C), are not material, and which 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 Obligors; (5j) Bankers liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (k) deposits to secure the performance of bids, trade contracts, leases (not to include Indebtedness, except for Indebtedness permitted under Section 9.01(m)), statutory obligations, surety and appeal bonds (6other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (8)l) judgment Liens in respect of judgments that do not constitute an Event of Default under Section 11.01(l); (m) leases, licenses, subleases or sublicenses in each case, granted to others in the ordinary course of business (excluding licenses relating to Intellectual Property) that do not have an adverse impact in any material respect on the business of Borrower and its Subsidiaries, taken as a whole, or secure any Indebtedness; (n) Liens (A) 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 in the ordinary course of business or (B) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (p) Liens encumbering reasonable and customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Borrower, in each case after the date hereof and the replacement, modification, extension or renewal of any Lien permitted by this clause upon or in the same property previously subject thereto in connection with the replacement, modification, extension or renewal of the Indebtedness secured thereby; provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (9)B) such Lien does not extend to or cover any other assets or property (other than (1) the proceeds or products thereof, (102) after-acquired property that is affixed or (12) of incorporated into the Internal Revenue Code or Section 103(b)(4)(D)property covered by such Lien, (E3) any other Permitted Lien and (4) after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, 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), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (viC) granted by any Subsidiary the Indebtedness secured thereby is permitted under Section 9.01 (to the Borrowerextent constituting Indebtedness); (s) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; and (t) licenses of any Product or Intellectual Property that is permitted under Section 9.09; provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b) through (s) shall apply to any Material Intellectual Property.

Liens. The Borrower will Shall not create or permit or suffer to exist any Liens on any of its property except the following (“Permitted Liens”): (a) Liens securing the Obligations; (b) Liens for taxes, assessments, and charges or levies instituted or levied by any Governmental Entity (but not including any Lien on or with respect imposed pursuant to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, ERISA or any collateral securing Environmental Law) which are not yet due and payable or which are being Properly Contested; (c) The claims of Third Parties arising out of operation of law (including any such Indebtednessstatutory Liens arising under applicable law in favor of a landlord of Borrowers) so long as the obligations secured thereby are not past due or are being Properly Contested; (d) Liens existing in respect of deposits or pledges made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, social security, and similar laws; (e) Judgment and other similar non-tax Liens arising in connection with court proceedings, but only to the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens extent and for so long as (i) granted by the Borrower execution or enforcement of such Liens is and continues to be effectively stayed and bonded on appeal; (ii) the validity or amount of the claims secured thereby are being Properly Contested; and (iii) such Liens do not, in the aggregate, materially detract from the value of the assets of the Person whose assets are subject to such Lien or materially impair the use thereof in the operation of such Person’s business; (f) Liens securing purchase money Debt incurred solely to purchase Equipment, but only to the trustee pursuant extent such Liens attach only to either Indenturethe Equipment purchased and secure no more than the purchase price therefor; (g) Liens in favor of a consignor of Goods consigned to such Borrower (as consignee), but only to the extent such Lien arises on account of Section 9-103(d) of the UCC; (h) Liens on such Borrower’s Inventory which is on consignment from such Borrower, as consignor, to another Person, as consignee, but only if (i) such Liens are in favor of such Person’s creditors, (ii) such Inventory is on any such Indebtedness granted consignment pursuant to a written consignment agreement which is described in the Collateral Disclosure Certificate or which has otherwise been approved in writing by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if anyLender, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or the applicable consignment agreement creates a security for taxes being contested “consignment” (as such term is defined and used in good faiththe UCC); and (i) Liens listed in Schedule 7.2, (iv) other than in favor attached hereto and made a part hereof, to the extent such Liens exist as of the PBGC, created Closing Date and are not otherwise permitted by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to which a stay of execution shall have been issued, and adequate reserves shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in this Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrower7.2.

Liens. The Borrower will not create No Company shall create, assume or permit suffer to exist (or enter into a contract that creates a consensual Lien upon the happening of a contingency or otherwise) any Lien on upon any of its property or with respect to any Indebtedness of any Member which is an asset of the Borrowerassets, whether now existing owned or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will acquired; provided that this Section 5.9 shall not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower apply to the trustee pursuant to either Indenture, following: (iia) on any such Indebtedness granted by the Borrower to secure any borrowing Liens for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent yet due or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which that are being actively contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been established, established in accordance with GAAP; (vb) created by other statutory Liens incidental to the Borrower to secure Guarantees by conduct of its business or the Borrower ownership of Indebtedness, its property and assets that (i) were not incurred in connection with the interest on which is excludable from borrowing of money or the gross income obtaining of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code advances or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amendedcredit, and (viii) granted by any do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (c) Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to a Credit Party (other than any of the Newgen Companies prior to the Newgen Opt-In Date); (d) purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.8(b) hereof, provided that such Lien is limited to the purchase price and only attaches to the property being acquired; (e) the Liens existing on the Closing Date as set forth in Schedule 5.9 hereto and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby shall not be increased; (f) easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company; (g) any Lien granted to Agent, for the benefit of the Lenders; (h) any Lien on fixed assets owned by a Company as a result of an Acquisition permitted pursuant to Section 5.13 hereof; (i) any Lien on assets of Foreign Subsidiaries to secure the Indebtedness described in Section 5.8(e) hereof; (j) any Lien on assets of Percepta and its Subsidiaries securing Indebtedness described in Section 5.8(i) hereof in an aggregate principal amount, for Percepta and all of its Subsidiaries, not to exceed Five Million Dollars ($5,000,000); (k) any Lien on assets of a joint venture (that is not a Subsidiary) securing Indebtedness described in Section 5.8(j) hereof in an aggregate principal amount, for all such joint ventures, not to exceed Two Million Dollars ($2,000,000); (l) any U.C.C. Financing Statement filed to provide notice of (i) an operating lease entered into in the ordinary course of business, or (ii) a synthetic lease permitted under Section 5.8(l) hereof; (m) the Liens described in Section 5.8(m) hereof; and (n) any Lien (on assets that do not constitute Collateral) not otherwise described in or subject to subparts (a) through (k) hereof securing Indebtedness (other than Indebtedness for borrowed money) in an aggregate principal amount not to exceed the greater of (i) two percent (2%) of Consolidated total assets of Borrower, or (ii) Five Million Dollars ($5,000,000) at any time outstanding. No Company shall enter into any contract or agreement (other than a contract or agreement entered into in connection with (A) the purchase or lease of fixed assets that prohibits Liens on such fixed assets, or (B) the incurrence of Indebtedness permitted pursuant to Section 5.8(i) hereof that prohibits Liens on the assets of Percepta) that would prohibit Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of such Company.

Liens. The Borrower No Loan Party will, nor will not create it permit any of its ----- Subsidiaries to, create, incur, or permit suffer to exist any Lien in, of or on the Property (other than Margin Stock) of such Loan Party or with respect to any Indebtedness of any Member which is an asset of its Subsidiaries, except: (a) Liens for taxes, assessments or governmental charges or levies on its Property if the Borrower, now existing same shall not at the time be delinquent or hereafter createdthereafter can be paid without penalty, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faithfaith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted principles of accounting shall have been set aside on its books; (b) Liens imposed by law, (iv) such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure the payment of obligations not more than in favor of the PBGC, created by 60 days past due or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been establishedset aside on its books; (c) Liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (vd) Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of such Loan Party or any of its Subsidiaries; (e) Liens existing on the date hereof and described in Schedule -------- 6.15 hereto; ---- (f) Liens in, of or on Property acquired after the date of this Agreement (by purchase, construction or otherwise) by either Loan Party or any of its Subsidiaries, each of which Liens either (1) existed on such Property before the time of its acquisition and was not created by in anticipation thereof, or (2) was created solely for the Borrower purpose of securing Indebtedness representing, or incurred to secure Guarantees by the Borrower of Indebtednessfinance, refinance or refund, the interest on which cost (including the cost of construction) of such Property; provided that no such Lien shall extend to or cover any Property of such Loan Party or such Subsidiary other than the Property so acquired and improvements thereon; and provided, further, that the principal amount of Indebtedness secured by any such Lien shall at the time the Lien is excludable from the gross income incurred not exceed 75% of the recipient thereof fair market value (as determined in good faith by a financial officer of such Loan Party and, in the case of any Property having a fair market value in excess of $500,000, certified by such officer to the Agent, with a copy for Federal income tax purposes as provided in Section 103(aeach Lender) of the Internal Revenue Code or Section 103(aProperty at the time it was so acquired; and (g) Liens not otherwise permitted by the foregoing clauses (a) through (f) securing any Indebtedness of either Loan Party, provided that the Internal Revenue Code aggregate principal amount of 1954, as amended, Indebtedness secured by -------- Liens permitted by this clause (xg) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by shall not exceed $3,000,000 at any Subsidiary to the Borrowertime.

Liens. The Borrower will shall not, and shall not create permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an property or asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary, whether now owned or held or hereafter acquired, other than the following Liens (“Permitted Liens”): (a) Liens for taxes, assessments and other governmental charges the payment of which are is being contested in good faith by appropriate proceedingsproceedings promptly initiated and diligently conducted and for which adequate reserves or other appropriate provision, including appeals of judgments if any, as to which a stay of execution shall be required by Mexican GAAP shall have been issuedmade; (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and adequate materialmen incurred in the ordinary course of business for sums not yet due or the payment of which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or other appropriate provision, if any, as shall be required by Mexican GAAP shall have been establishedmade; (c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (vd) created any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay; (e) Liens existing on the date of this Agreement (other than liens with respect to the acquisition of RMC Group p.l.c.) that are described in Schedule 9.02(e)(i) hereto and liens existing as of March 31, 2005 (including liens with respect to the acquisition of RMC Group p.l.c.) that are described in Schedule 9.02(e)(ii) hereto; (f) any Lien on property acquired by the Borrower after the date hereof that was existing on the date of acquisition of such property; provided that such Lien was not incurred in anticipation of such acquisition, and any Lien created to secure Guarantees all or any part of the purchase price, or to secure Debt incurred or assumed to pay all or any part of the purchase price, of property acquired by the Borrower or any of Indebtednessits Subsidiaries after the date hereof; provided, further, that (A) any such Lien permitted pursuant to this clause (f) shall be confined solely to the item or items of property so acquired (including, in the case of any Acquisition of a corporation through the acquisition of 51% or more of the voting stock of such corporation, the interest on stock and assets of any Acquired Subsidiary or Acquiring Subsidiary) and, if required by the terms of the instrument originally creating such Lien, other property which is excludable an improvement to, or is acquired for specific use with, such acquired property; and (B) if applicable, any such Lien shall be created within nine months after, in the case of property, its acquisition, or, in the case of improvements, their completion; (g) any Lien renewing, extending or refunding any Lien permitted by clause (f) above; provided that the principal amount of Debt secured by such Lien immediately prior thereto is not increased or the maturity thereof reduced and such Lien is not extended to other property; (h) any Liens created on shares of capital stock of the Borrower or any of its Subsidiaries solely as a result of the deposit or transfer of such shares into a trust or a special purpose vehicle (including any entity with legal personality) of which such shares constitute the sole assets; provided that (A) any shares of Subsidiary stock held in such trust, corporation or entity could be sold by the Borrower; and (B) proceeds from the gross income deposit or transfer of such shares into such trust, corporation or entity and from any transfer of or distributions in respect of the recipient thereof for Federal income tax purposes Borrower’s or any Subsidiary’s interest in such trust, corporation or entity are applied as provided in under Section 103(a) 9.04; and provided, further that such Liens may not secure Debt of the Internal Revenue Code Borrower or any Subsidiary (unless permitted under another clause of this Section 103(a9.02); (i) any Liens on securities securing repurchase obligations in respect of such securities; (j) any Liens in respect of any Receivables Program Assets which are or may be sold or transferred pursuant to a Qualified Receivables Transaction; and (k) in addition to the Liens permitted by the foregoing clauses (a) through (j), Liens securing Debt of the Internal Revenue Code Borrower and its Subsidiaries (taken as a whole) not in excess of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one 5% of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) Adjusted Consolidated Net Tangible Assets of the Internal Revenue Code Borrower and its Subsidiaries; unless, in each case, the Borrower has made or Section 103(b)(4)(D)caused to be made effective provision whereby the Obligations hereunder are secured equally and ratably with, or prior to, the Debt secured by such Liens (E), (F), (G), (Hother than Permitted Liens) or (J) of the Internal Revenue Code of 1954, for so long as amended, and (vi) granted by any Subsidiary to the Borrowersuch Debt is so secured.

Liens. The Borrower will not create Create, incur, assume or permit to exist exist, directly or indirectly, any Lien on any property now owned or with hereafter acquired by it or on any income or revenues or rights in respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assetsthereof, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such securing Senior Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtednessdescribed in Section 7.1(a) and which the following (collectively, the “Permitted Liens”): (a) inchoate Liens secure amounts for taxes, assessments or governmental charges or levies not exceeding $500,000,000 in the aggregate at any one time outstandingyet due and payable or delinquent and Liens for taxes, (iii) of current taxes not delinquent assessments or a security for taxes being contested in good faithgovernmental charges or levies, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (b) Liens in respect of property of the Company imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the property of the Company and do not materially impair the use thereof in the operation of the business of the Company, and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (c) any Lien in existence on the Closing Date and set forth on Schedule 7.2(c) hereto and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Closing Date and (ii) does not encumber any property other than the property subject thereto on the Closing Date; (d) easements, rights-of-way, restrictions (including appeals zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Real Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness, (ii) individually or in the aggregate materially impairing the value or marketability of judgments as to such Real Property or (iii) individually or in the aggregate materially interfering with the ordinary conduct of the business of the Company at such Real Property; (e) Liens arising out of judgments, attachments or awards not resulting in a Default and in respect of which the Company shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution shall have been issued, and adequate reserves shall have been established, pending such appeal or proceedings; (vf) created Liens (other than any Lien imposed by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(aERISA) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) imposed by Requirements of a Member which is a state Law or political subdivision thereof or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, (y) incurred in the ordinary course of a state business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or political subdivision thereof incurred (z) arising by virtue of deposits made in the ordinary course of business to benefit a Member secure liability for one of the purposes premiums to insurance carriers; provided in Section 142(a)(2that (i) with respect to clauses (x), (4y) and (z) of this paragraph (f), (5)such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings or orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such Lien, (6)ii) to the extent such Liens are not imposed by Requirements of Law, (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amendedsuch Liens shall in no event encumber any property other than cash and Cash Equivalents, and (viiii) the aggregate amount of deposits at any time pursuant to clause (y) and clause (z) of this paragraph (f) shall not exceed $100,000 in the aggregate; (g) Leases as lessor of the properties of the Company, in each case entered into in the ordinary course of its business so long as such Leases do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of the Company, or (ii) materially impair the use (for its intended purposes) or the value of the property subject thereto; (h) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company in the ordinary course of business in accordance with the past practices of the Company; (i) Liens securing Purchase Money Obligations or Capital Lease Obligations; provided that any such Liens attach only to the property being financed pursuant to such Indebtedness and do not encumber any other property of the Company; (j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Company, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (k) Liens on property of a person existing at the time such person is acquired or merged with or into or consolidated with the Company to the extent not prohibited by the terms of this Agreement (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than such existing Liens; (l) licenses of Intellectual Property granted by the Company in the ordinary course of business and not interfering in any Subsidiary to material respect with the Borrowerordinary conduct of business of the Company; (m) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; and (n) Liens otherwise incurred in the ordinary course of business of the Company consistent with past practice.

Liens. The Borrower will not create not, nor will it permit any Subsidiary ----- to, create, incur, or permit suffer to exist any Lien in, of or on or with respect to any Indebtedness of any Member which is an asset the Property (other than Margin Stock) of the BorrowerBorrower or any of its Subsidiaries, now existing except: (a) Liens for taxes, assessments or hereafter createdgovernmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faithfaith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted principles of accounting shall have been set aside on its books; (b) Liens imposed by law, (iv) such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure the payment of obligations not more than in favor of the PBGC, created by 60 days past due or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been establishedset aside on its books; (c) Liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (vd) created Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or the Subsidiaries; (e) Liens existing on the date hereof and described in Schedule 6.14 hereto; ------------- (f) Liens in, of or on Property acquired after the date of this Agreement (by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries, each of which Liens either (1) existed on such Property before the time of its acquisition and was not created in anticipation thereof, or (2) was created solely for the purpose of securing Indebtedness representing, or incurred to secure Guarantees finance, refinance or refund, the cost (including the cost of construction) of such Property; provided that no such Lien shall extend to or cover any Property of the -------- Borrower or such Subsidiary other than the Property so acquired and improvements thereon; and provided, further, that the principal amount of -------- ------- Indebtedness secured by any such Lien shall at the time the Lien is incurred not exceed 75% of the fair market value (as determined in good faith by a financial officer of the Borrower and, in the case of Indebtednesssuch Property having a fair market value in excess of $500,000, certified by such officer to the interest on which is excludable from the gross income of the recipient thereof Agent, with a copy for Federal income tax purposes as provided in Section 103(aeach Lender) of the Internal Revenue Code or Section 103(aProperty at the time it was so acquired; and (g) Liens not otherwise permitted by the foregoing clauses (a) through (f) securing any Indebtedness of the Internal Revenue Code Borrowers, provided that -------- the aggregate principal amount of 1954, as amended, Indebtedness secured by Liens permitted by this clause (xg) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by shall not exceed $5,000,000 at any Subsidiary to the Borrowertime.

Liens. The Borrower will not create No Loan Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, or permit suffer to exist any Lien on or with respect to any Indebtedness the Property of any Member which is an asset of the BorrowerLoan Party or any Subsidiary, whether now existing owned or hereafter createdacquired, or assign any collateral right to receive any income, other than the following (collectively, the “Permitted Liens”): (a) Liens securing the Secured Obligations pursuant to the Security Documents; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens, and other similar liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 30 days or are being contested in good faith by appropriate procedures or proceedings and for which adequate reserves have been established; (c) Liens for Taxes, assessment, or other governmental charges which are not yet due and payable or which are being actively contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) Liens securing purchase money Debt or Capital Lease obligations permitted under Section 6.1(d); provided that (i) each such Lien encumbers only the Property purchased in connection with the creation of any such Indebtednesspurchase money Debt or is the subject of any such Capital Lease, and all proceeds thereof (including insurance proceeds), and the Borrower will amount secured thereby is not permit any Subsidiary to create or permit to exist any increased, and (ii) such Lien on or with respect does not attach to any Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base; provided that, at any time that the Second Lien Loan Documents would prohibit a Lien securing purchase money Debt, this clause (d) shall be deemed to exclude purchase money Debt; (e) encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of any Loan Party to use such Subsidiary's assetsassets in its business, except and none of which is violated in any material aspect by existing or proposed structures or land use; (f) judgment and attachment Liens not giving rise to an Event of Default, provided that (i) granted any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and (ii) no action to enforce such Lien has been commenced; (g) Liens in favor a banking institution arising by operation of law encumbering deposits in accounts that are not subject to Account Control Agreements and that are not required to be subject to Account Control Agreements in accordance with the terms hereof held by such banking institution incurred in the ordinary course of business and which are within the general parameters customary in the banking industry; (h) Liens arising under operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing agreements, and other agreements, in each case that are customary in the oil, gas and mineral production business and that are entered into by any Loan Party in the ordinary course of business provided that (i) such Liens are taken into account in computing the net revenue interests and working interests of the Borrower to or any of its Subsidiaries warranted in the trustee pursuant to either IndentureSecurity Documents or this Agreement, (ii) on any such Indebtedness granted by the Borrower to Liens do not secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstandingborrowed money, (iii) of current taxes such Liens secure amounts that are not delinquent yet due or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments if such reserve as to which a stay of execution may be required by GAAP shall have been issued, and adequate reserves shall have been establishedmade therefor, (viv) created by such Liens are limited to the Borrower to secure Guarantees by assets that are the Borrower subject of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amendedsuch agreements, and (vi) granted by any Subsidiary such Liens, if in favor of an Affiliate of a Loan Party, is subordinated to the BorrowerObligations pursuant to a Subordination Agreement; (i) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Loan Parties warranted in the Security Documents or in this Agreement; (j) pledges or deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance or other social security laws or regulations; (k) Liens on property not constituting Collateral and not otherwise permitted by the foregoing clauses of this Section 6.2; provided that the aggregate principal or face amount of all Debt secured under this Section 6.2(k) shall not exceed $500,000; and (l) Liens securing Second Lien Debt to the extent permitted under the Intercreditor Agreement; provided that, subject to the terms of the Intercreditor Agreement, (i) the collateral with respect to which a Lien is granted as security for the Second Lien Debt shall be limited to the Collateral hereunder and (ii) the Liens securing the Obligations shall be senior to the Liens securing the Second Lien Debt.

Liens. The Borrower It will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of Property now owned by it, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on or with respect to any Property of such Subsidiary's assets, except Liens any Obligor existing on the date hereof and set forth in Schedule 7.13B; provided that (i) granted by the Borrower no such Lien shall extend to the trustee pursuant to either Indenture, any other Property of such Obligor and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(g); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral described in Section 9.01(g); (d) Liens imposed by Law which were incurred in the borrowings under either Indenture Ordinary Course of Business, including (it being understood that but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Borrower can not pledge such assets to an extent greater than 150% Ordinary Course of the aggregate principal amount of such Indebtedness) Business and which Liens secure amounts (i) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryii) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such Liens and for which adequate reserves have been made if required substantially in accordance with GAAP; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (h) bankers’ Liens, (v) created by rights of setoff and similar Liens incurred in the Borrower Ordinary Course of Business and arising in connection with the Obligors’ deposit accounts or securities accounts held at financial institutions solely to secure Guarantees by payment of fees and similar costs and expenses of such financial institutions with respect to such accounts; (i) Liens in connection with transfers permitted under Section 9.09; (j) any judgment Lien or Lien arising from decrees or attachments not constituting an Event of Default; (k) leases or subleases of real property granted in the Borrower Ordinary Course of IndebtednessBusiness, and leases, subleases, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the interest Ordinary Course of Business; (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods, not securing an amount in the aggregate in excess of $100,000 at any given time; (m) Liens on which is excludable from the gross income a deposit account of the recipient thereof for Federal income tax purposes as provided Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 103(a9.01(j); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; (o) Liens on cash collateral securing reimbursement obligations of the Internal Revenue Code or applicable Person under letters of credit to the extent permitted pursuant to Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (109.01(k) or (12l); (p) deposits as security for contested taxes or contested import or customs duties in an aggregate amount not to exceed $1,000,000; and (q) other Liens securing obligations (other than Indebtedness for borrowed money) in an aggregate amount not to exceed $500,000; provided that no Lien otherwise permitted under any of the Internal Revenue Code or Section 103(b)(4)(Dforegoing Sections 9.02 (excluding Sections 9.02(a) and 9.02(n), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by shall apply to any Subsidiary Material Intellectual Property to the Borrowersecure any Indebtedness.

Liens. The Borrower will Obligors shall not, and shall not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property now owned by it or with such Subsidiary, or assign or sell any income or revenues (including accounts receivable) or rights in respect to any Indebtedness of any Member which is an asset of thereof, except for the Borrower, now existing or hereafter created, or any collateral following: (a) Liens securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to asset of Holdings or any of such Subsidiary's assets, except Liens its Subsidiaries existing on the Closing Date and set forth on Schedule 7.13(c); provided that (i) granted by the Borrower no such Lien shall extend to the trustee pursuant to either Indenture, any other property or asset of Holdings or any of its Subsidiaries and (ii) on any such Lien shall secure only those obligations which it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(g); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral permitted to be secured pursuant to Section 9.01(g); (d) Liens imposed by any applicable Law arising in the borrowings under either Indenture ordinary course of business, including (it being understood that but not limited to) carriers’, warehousemen’s, lessor’s and mechanics’ liens and other similar Liens arising in the Borrower can not pledge such assets to an extent greater than 150% ordinary course of the aggregate principal amount of such Indebtedness) business and which Liens secure amounts (x) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryy) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any applicable Law and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors or any of their Subsidiaries; (h) with respect to any real property, (vi) created such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the Borrower original owner of such real property pursuant to secure Guarantees applicable Law; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any applicable Law, which, in the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof aggregate for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, clauses (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2i), (4ii) and (iii), are not material, and which 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 Obligors or any of their Subsidiaries and (5iv) leases or subleases in the ordinary course of business; (i) Liens securing Indebtedness permitted under Section 9.01(i); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition, (6), (8), (9), (10ii) such Lien shall not apply to any other property or (12) assets of Holdings or any of its Subsidiaries other than the Internal Revenue Code property or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amendedassets being acquired pursuant to such Permitted Acquisition, and (viiii) granted by any Subsidiary such Lien shall secure only those obligations that it secured immediately prior to the Borrowerconsummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (j) bankers’ liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (k) (i) licenses permitted pursuant to Section 9.18 and (ii) any ordinary course interest or title of a licensor, sublicensor, collaborator, lessor or sublessor with respect to any assets under any inbound license, collaboration agreement or lease agreement permitted pursuant to Section 9.18 (including Liens on Products that include Intellectual Property licensed to Holdings or its Subsidiaries to secure their payment obligations with respect to such license or collaboration agreement); (l) Liens consisting of cash collateral securing Indebtedness under Hedging Agreements permitted by Section 9.01(f) and letters of credit permitted by Section 9.01(m); (m) with respect to any Indebtedness incurred by a non-U.S. Subsidiary of Holdings pursuant to Section 9.01(n) above, Liens on assets and properties of such Subsidiary securing such Indebtedness; and (n) other Liens securing other Indebtedness to the extent permitted hereby not to exceed $500,000 in an aggregate principal amount at any time outstanding. Any term or provision of this Section 9.02 to the contrary notwithstanding, no Lien otherwise permitted under any of the foregoing clauses (b) through (n) shall apply to any Material Intellectual Property.

Liens. The Borrower will not create No Company shall create, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property or with respect to any Indebtedness of any Member which is an asset of the Borrowerassets, whether now existing owned or hereafter createdacquired; provided that, or any collateral securing any such Indebtednessthis Section 5.9 shall not apply to the following, and to the Borrower will extent the following are not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted otherwise prohibited by the Borrower to the trustee pursuant to either Indenture, Senior Notes Documents: (iia) on any such Indebtedness granted by the Borrower to secure any borrowing Liens for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent yet due or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which that are being actively contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been establishedestablished in accordance with GAAP; (b) other statutory Liens, including, without limitation, statutory Liens of landlords, carriers, warehousers, utilities, mechanics, repairmen, workers and materialmen, incidental to the conduct of its business or the ownership of its property and assets that (vi) created by were not incurred in connection with the Borrower to secure Guarantees by borrowing of money or the Borrower obtaining of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code advances or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amendedcredit, and (viii) granted by any do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (c) Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to the BorrowerBorrower or a Guarantor of Payment; (d) any Lien granted to the Agent, for the benefit of the Lenders, the Lender Counterparties and any other holders of the Secured Obligations; (e) the Liens existing on the Closing Date as set forth in Schedule 5.9 hereto and replacements, extensions, renewals, refundings or refinancings thereof, and of any other Liens permitted under this Section 5.9, but in each case only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased (except to the extent that the Indebtedness secured thereby is permitted to increase under Section 5.8(c)); (f) purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.8(b) hereof, provided that, such Lien is limited to the purchase price and only attaches to the property being acquired; (g) easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company; (h) the Liens securing the Indebtedness under the Senior Notes permitted pursuant to Sections 5.8(h) and (l) hereof, so long as (i) such Liens are subject to the Intercreditor Agreement, and (ii) as of the issuance date of any additional Senior Notes after the Closing Date, (A) the Borrower is in pro forma compliance with Section 5.7 hereof, both before and after giving effect to the issuance of such additional Senior Notes, and (B) no Default or Event of Default shall then exist or immediately thereafter shall begin to exist; (i) any Lien on fixed assets owned by a Company as a result of an Acquisition permitted pursuant to Section 5.13 hereof, so long as (i) such Lien was not created at the time of or in contemplation of such Acquisition, and (ii) such Lien is released within one hundred eighty (180) days after such Acquisition (unless the Borrower shall have obtained the prior written consent of the Agent and the Required Lenders); (j) Liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature incurred in the ordinary course of business and upon terms typical to the industry (including, without limitation, Liens securing Indebtedness permitted pursuant to Section 5.8(i) hereof; so long as, in each case, such Liens are not incurred in connection with the borrowing of money; (k) Liens in favor of Raytheon against goods purchased by Gichner with Raytheon Progress Payments to the extent described in and covered by the provisions of the Raytheon Subordination Agreement or otherwise permitted by Agent; (l) Liens on the assets of Foreign Subsidiaries securing Indebtedness permitted under Sections 5.8(g) or 5.8(j); (m) Liens securing Indebtedness permitted under Section 5.8(1) hereof; or (n) other Liens, in addition to the Liens listed above, not incurred in connection with the borrowing of money, securing amounts, in the aggregate for all Companies, not to exceed Five Million Dollars ($5,000,000) at any time. No Company shall enter into any contract or agreement (other than (i) a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets or (ii) any agreement with a restriction that is not enforceable under Section 9-406, 9-407 or 9-408 of the UCC) that would prohibit the Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of such Company.

Liens. The Borrower will not create Create, incur, assume or permit suffer to exist any Lien on upon any of its Property, whether now owned or with respect hereafter acquired, other than the following: (a) Liens pursuant to any Indebtedness of Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any Member which renewals or extensions thereof, provided that the Property covered thereby is an asset not increased and any renewal or extension of the Borrower, now existing obligations secured or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except benefited thereby is permitted by Section 7.03(b); (c) Liens (iother than Liens imposed under ERISA) granted by the Borrower to the trustee pursuant to either Indenturefor taxes, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems assessments or loans to Members for bulk power supply projects governmental charges or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, levies not yet due or which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faithfaith and by appropriate proceedings diligently conducted, (iv) other than in favor if adequate reserves with respect thereto are maintained on the books of the PBGCapplicable Person in accordance with GAAP; provided, created that the holder of any such Lien has not commenced any enforcement actions against the Collateral on the basis of such Lien and such actions have not been stayed; (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or resulting from any legal proceedings (including legal proceedings instituted by pursuant to customary reservations or retentions of title arising in the Borrower ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings for which a stay of execution shall have been issued, and adequate reserves shall determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) Liens securing Indebtedness permitted under Section 7.03(c); provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, (vii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition and (iii) such Liens attach to such Property concurrently with or within thirty (30) days after the acquisition thereof; (h) leases, licenses or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary; (i) any interest of title of a lessor under, and Liens arising from precautionary UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) solely evidencing such lessor’s interest under, leases permitted by this Agreement; (j) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (k) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions holding such deposits; (l) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (m) Liens created or deemed to exist by the Borrower to secure Guarantees by establishment of trusts for the Borrower purpose of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(asatisfying (i) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, Governmental Reimbursement Program Costs and (viii) granted by any Subsidiary other actions or claims pertaining to the same or related matters or other Medical Reimbursement Programs, provided that the Borrower, in each case, shall have established adequate reserves for such claims or actions; and (n) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h).

Liens. The Borrower will not create Create, assume or permit suffer to exist any Lien on any of its Property or with respect to any Indebtedness of Collateral, including any Member which is an asset of the Borrowerreal property, whether now existing owned or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assetsacquired by it, except (the following exceptions, together with any other Liens permitted to be incurred under any Loan Document, collectively, “Permitted Liens”): (a) Liens granted pursuant to the Collateral Documents to secure the Secured Obligations; (b) Liens existing on the Closing Date and listed on Schedule 6.17 and any renewals or extensions thereof; provided that: (i) granted by the Borrower such Lien shall not apply to the trustee pursuant to either Indenture, any other Property or asset of any Loan Party or any Subsidiary thereof and (ii) such Lien shall secure only those obligations which it secures on the Closing Date and any such Indebtedness granted renewals or extensions thereof; (c) Liens imposed by Applicable Law that were incurred in the Borrower to secure any borrowing for ordinary course of business, including carriers’, warehouseman’s and mechanics’ liens, statutory landlord’s liens and other similar liens and encumbrances arising in the purpose ordinary course of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUSbusiness, which borrowing or borrowings are on terms in each case that: (except as to terms of interest, premium, if any, and amortizationi) do not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of the Person owning such Property or (including legal proceedings instituted by the Borrower or any Subsidiaryii) which are being contested in good faith by appropriate proceedingsproceedings promptly initiated and diligently conducted, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such liens and/or encumbrances; (d) Liens securing taxes, assessments and other governmental charges or levies, in each case the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by Applicable Accounting Standards or any other applicable accounting standard shall have been issuedmade; (e) pledges or deposits made in the ordinary course of business in connection with worker’s compensation, and adequate reserves shall have been established, (v) created by the Borrower unemployment insurance or other similar social security legislation or to secure Guarantees the performance of bids, trade contracts, leases (other than capital leases), public or statutory obligations, surety or appeal bonds or other obligations of a like nature incurred in the ordinary course of business (other than for indebtedness); and (f) statutory landlord’s Liens under leases to which the Borrowers or any of their Subsidiaries is a party; (g) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (h) Liens (including judgment Liens) arising in connection with legal proceedings not constituting an Event of Default under Section 9.01(q); (i) Liens securing liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty or liability insurance to BVI Borrower or its Subsidiaries; (j) the Borrower filing of Indebtednessprecautionary UCC financing statements; (k) grants of technology licenses in the ordinary course of business; (l) Liens securing Debt permitted under Sections 8.01(d), 8.01(j) and 8.01(k); provided that (i) such Liens do not at any time encumber any Property other than the interest on which Property financed by such Debt and (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is excludable from the gross income lower, of the recipient thereof for Federal income tax purposes as Property being acquired on the date of acquisition; (m) Liens securing Debt permitted under Section 8.01(f), Section 8.01(l), Section 8.01(m) and Section 8.01(p); (n) cash collateralization of any letters of credit permitted under Section 8.01(n) in an amount not to exceed, based on the face amount of each such letter of credit, 105%; and (o) other Liens not to exceed $5,000,000 outstanding at any time; provided in Section 103(a) that, without the prior written consent of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954Required Lenders, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary such Liens on any Collateral shall be junior to the BorrowerLiens created in respect of such Collateral under the Loan Documents.

Liens. The Borrower It will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of Property now owned by it, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on or with respect to any Property of such Subsidiary's assets, except Liens any Obligor existing on the date hereof and set forth in Schedule 9.02(b); provided that (i) granted by the Borrower no such Lien shall extend to the trustee pursuant to either Indenture, any other Property of such Obligor and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(g); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral described in Section 9.01(g); (d) Liens imposed by Law which were incurred in the borrowings under either Indenture Ordinary Course of Business, including (it being understood that but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Borrower can not pledge such assets to an extent greater than 150% Ordinary Course of the aggregate principal amount of such Indebtedness) Business and which Liens secure amounts (i) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryii) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such Liens and for which adequate reserves have been made if required substantially in accordance with GAAP; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 such Obligor or Subsidiary; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions with respect to such accounts; (vi) created Liens in connection with transfers permitted under Section 9.09; (j) any judgment Lien or Lien arising from decrees or attachments not constituting an Event of Default; (k) leases or subleases of real property granted in the Ordinary Course of Business, and leases, subleases, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the Ordinary Course of Business; (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods, not securing an amount in the aggregate in excess of $500,000 at any given time; (m) Liens on a Deposit Account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(k); (n) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by the Borrower in the Ordinary Course of Business; (o) Liens that are contractual rights of set-off or rights of pledge (i) relating to secure Guarantees the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts of an Obligor to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business of such Obligor; (p) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by an Obligor in connection with any letter of intent or purchase agreement permitted hereunder; (q) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; and (r) Liens on assets owned by the Borrower of Indebtedness, the interest on which is excludable from the gross income Obligors not otherwise permitted under this Agreement securing obligations in an aggregate amount not to exceed $100,000. provided that no Lien otherwise permitted under any of the recipient thereof for Federal income tax purposes as provided in Section 103(aforegoing Sections 9.02 (excluding Sections 9.02(a) of the Internal Revenue Code or Section 103(aand 9.02(q)) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred shall apply to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the BorrowerObligor Intellectual Property.

Liens. The Borrower Subject to the provisions of Article XII relating to permitted contests, Tenant will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property or any Capital Improvement thereto or upon the Gaming Licenses (including indirectly through a pledge of shares in the direct or indirect entity owning an interest in the Gaming Licenses) or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (i) this Master Lease; (ii) the matters that existed as of the Commencement Date with respect to such Facility and disclosed on Schedule A; (iii) restrictions, liens and other encumbrances which are consented to in writing by Landlord (such consent not to be unreasonably withheld); (iv) liens for Impositions which Tenant is not required to pay hereunder; (v) subleases permitted by Article XXII; (vi) liens for Impositions not yet delinquent or being contested in accordance with Article XII, provided that Tenant has provided appropriate reserves as required under GAAP and any foreclosure or similar remedies with respect to such Impositions have not been instituted and no notice as to the institution or commencement thereof has been issued except to the extent such institution or commencement is stayed no later than the earlier of (x) ten (10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; (vii) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either disputed or not yet due, provided that (1) the payment of such sums shall not be postponed under any related contract for more than sixty (60) days after the completion of the action giving rise to such lien unless being contested in accordance with Article XII and such reserve or other appropriate provisions as shall be required by law or GAAP shall have been made therefor and no foreclosure or similar remedies with respect to such liens has been instituted and no notice as to the institution or commencement thereof have been issued except to the extent such institution or commencement is stayed no later than the earlier of (x) ten (10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; or (2) any such liens are in the process of being contested as permitted by Article XII; (viii) any Lessor Liens or other liens created by Landlord; (ix) liens related to equipment leases or equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Leased Property, provided that the payment of any sums due under such equipment leases or equipment financing shall either (1) be paid as and when due in accordance with the terms thereof, or (2) be in the process of being contested as permitted by Article XII and provided that a ▇▇▇▇ ▇▇▇▇▇▇’▇ removal of any such Tenant’s Property from the Leased Property shall be made in accordance with the requirements set forth in this Section 11.1; (x) liens granted as security for the obligations of Tenant and its Affiliates under a Debt Agreement; provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to exist encumber its leasehold interest (or a subtenant to encumber its subleasehold interest) in the Leased Property or its direct or indirect interest (or the interest of any Lien of its Subsidiaries) in the Gaming Licenses (other than, in each case, to a Permitted Leasehold Mortgagee), without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion; and provided, further, that Tenant shall be required to provide Landlord with fully executed copies of any and all Permitted Leasehold Mortgages and related principal Debt Agreements; and (xi) easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Indebtedness of any Member which is an asset Leased Property, in each case whether now or hereafter in existence, not individually or in the aggregate materially interfering with the conduct of the Borrowerbusiness on the Leased Property, now existing taken as a whole. For the avoidance of doubt, the parties acknowledge and agree that Tenant has not granted any liens in favor of Landlord as security for its obligations hereunder (except to the extent contemplated in the final paragraph of this Section 11.1) and nothing contained herein shall be deemed or hereafter createdconstrued to prohibit the issuance of a lien on the Equity Interests in Tenant (it being agreed that any foreclosure by a lien holder on such interests in Tenant shall be subject to the restriction on Change in Control set forth in Article XXII) or to prohibit Tenant from pledging its Accounts and other Tenant’s Property and other property of Tenant, including fixtures and equipment installed by Tenant at the Facilities, as collateral in connection with financings from equipment lenders (or to Permitted Leasehold Mortgagees); provided that Tenant shall in no event pledge to any Person that is not granted a Permitted Leasehold Mortgage hereunder any of the Gaming Licenses or other of Tenant’s Property to the extent that such Tenant’s Property cannot be removed from the Leased Property without damaging or impairing the Leased Property (other than in a de minimis manner). For the further avoidance of doubt, by way of example, Tenant shall not grant to any lender (other than a Permitted Leasehold Mortgagee) a lien on, and any and all lien holders (including a Permitted Leasehold Mortgagee) shall not have the right to remove, carpeting, internal wiring, elevators, or any collateral securing escalators at the Leased Property, but lien holders may have the right to remove (and Tenant shall have the right to ▇▇▇▇▇ ▇ ▇▇▇▇ on) slot machines and other gaming equipment even if the removal thereof from the Leased Property could result in de minimis damage; provided any such Indebtednessdamage is repaired by the lien holder or Tenant in accordance with the terms of this Master Lease. Landlord shall not encumber the Leased Property with any easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and the Borrower will not permit any Subsidiary to create other similar charges or permit to exist any Lien encumbrances, or other title deficiencies on or with respect to any Leased Property, without Tenant’s prior written consent, which shall not be unreasonably withheld if the proposed matter would not reasonably be expected to interfere with Tenant’s conduct of such Subsidiary's assetsits business on the Leased Property or any Facility or with the use of the Leased Property or any Facility for its Primary Intended Use and which shall be deemed granted unless a written response is delivered by Tenant to Landlord within the Deemed Approval Period provided for in Section 35.2. Landlord and Tenant intend that this Master Lease be an indivisible true lease that affords the parties hereto the rights and remedies of landlord and tenant hereunder and does not represent a financing arrangement. This Master Lease is not an attempt by Landlord or Tenant to evade the operation of any aspect of the law applicable to any of the Leased Property. Except as otherwise required by applicable law or any accounting rules or regulations, except Liens Landlord and Tenant hereby acknowledge and agree that this Master Lease shall be treated as an operating lease for all purposes and not as a synthetic lease, financing lease or loan and that Landlord shall be entitled to all the benefits of ownership of the Leased Property, including depreciation for all federal, state and local tax purposes. If, notwithstanding (ia) granted by the Borrower form and substance of this Master Lease and (b) the intent of the parties, and the language contained herein providing that this Master Lease shall at all times be construed, interpreted and applied to create an indivisible lease of all of the Leased Property, any court of competent jurisdiction finds that this Master Lease is a financing arrangement, this Master Lease shall be considered a secured financing agreement and Landlord’s title to the trustee pursuant to either Indenture, (ii) Leased Property shall constitute a perfected first priority lien in Landlord’s favor on any such Indebtedness granted by the Borrower Leased Property to secure the payment and performance of all the obligations of Tenant hereunder (and to that end, Tenant hereby grants, assigns and transfers to the Landlord a security interest in all right, title or interest in or to any borrowing and all of the Leased Property, as security for the purpose prompt and complete payment and performance when due of making loans Tenant’s obligations hereunder). Tenant authorizes Landlord, at the expense of Tenant, to Member power supply systems make any filings or loans take other actions as Landlord reasonably determines are necessary or advisable in order to Members for bulk power supply projects effect fully this Master Lease or loans to Members for more fully perfect or renew the purpose rights of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if anyLandlord, and amortization) not materially more disadvantageous to subordinate to the Borrower's unsecured creditors than Landlord the borrowings under either Indenture lien of any Permitted Leasehold Mortgagee, with respect to the Leased Property (it being understood that nothing herein shall affect the Borrower can not pledge such assets rights of a Permitted Leasehold Mortgagee under Article XVII hereof). At any time and from time to an extent greater than 150% time upon the request of the aggregate principal amount of such Indebtedness) Landlord, and which Liens secure amounts not exceeding $500,000,000 in at the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor expense of the PBGCTenant, created by Tenant shall promptly execute, acknowledge and deliver such further documents and do such other acts as the Landlord may reasonably request in order to effect fully this Master Lease or resulting from any legal proceedings (including legal proceedings instituted to more fully perfect or renew the rights of the Landlord with respect to the Leased Property. Upon the exercise by the Borrower Landlord of any power, right, privilege or remedy pursuant to this Master Lease which requires any Subsidiary) which are being contested in good faith by appropriate proceedingsconsent, including appeals approval, recording, qualification or authorization of judgments as any governmental authority, Tenant will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that Landlord may be required to which a stay of execution shall have been issuedobtain from Tenant for such consent, and adequate reserves shall have been establishedapproval, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtednessrecording, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code qualification or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowerauthorization.

Liens. The Borrower will not create not, nor will it permit any Subsidiary ----- to, create, incur, or permit suffer to exist any Lien in, of or on or with respect to any Indebtedness of any Member which is an asset the Property (other than Margin Stock) of the BorrowerBorrower or any of its Subsidiaries, now existing except: (a) Liens for taxes, assessments or hereafter createdgovernmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faithfaith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted principles of accounting shall have been set aside on its books; (b) Liens imposed by law, (iv) such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure the payment of obligations not more than in favor of the PBGC, created by 60 days past due or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been establishedset aside on its books; (c) Liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (vd) created Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or the Subsidiaries; (e) Liens existing on the date hereof and described in Schedule -------- 6.15 hereto; ---- (f) Liens in, of or on Property acquired after the date of this Agreement (by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries, each of which Liens either (1) existed on such Property before the time of its acquisition and was not created in anticipation thereof, or (2) was created solely for the purpose of securing Indebtedness representing, or incurred to secure Guarantees by finance, refinance or refund, the cost (including the cost of construction) of such Property; provided that no such Lien shall extend to or cover any -------- Property of the Borrower or such Subsidiary other than the Property so acquired and improvements thereon; and provided, further, that the -------- ------- principal amount of Indebtedness, Indebtedness secured by any such Lien shall at the interest on which time the Lien is excludable from the gross income incurred not exceed 75% of the recipient thereof fair market value (as determined in good faith by a financial officer of the Borrower and, in the case of such Property having a fair market value in excess of $500,000, certified by such officer to the Agent, with a copy for Federal income tax purposes as provided in Section 103(aeach Lender) of the Internal Revenue Code or Section 103(aProperty at the time it was so acquired; and (g) Liens not otherwise permitted by the foregoing clauses (a) through (f) securing any Indebtedness of the Internal Revenue Code Borrower, provided that -------- the aggregate principal amount of 1954, as amended, Indebtedness secured by Liens permitted by this clause (xg) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by shall not exceed $3,000,000 at any Subsidiary to the Borrowertime.

Liens. The Borrower Obligors will not, and will not create cause any of their Subsidiaries to create, incur, assume or permit suffer to exist any Lien on lien, security interest, mortgage, pledge or with respect other encumbrance (hereinafter referred to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or as "Liens") with respect to any of such Subsidiary's assetstheir properties, except now owned or hereafter acquired, without the prior written consent of the Bank, except (a) Liens in favor of the Bank; (b) Liens (i) granted by in existence on the Borrower date of, and disclosed (A) in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996; (B) in the Company's Quarterly Report on Form 10-Q for the period ended January 31, 1997; (C) on Schedule 5.09 attached hereto; or (D) otherwise to the trustee pursuant Bank in writing on or prior to either Indenturethe date of this Agreement; provided however, (ii) on any that such Indebtedness granted by Liens permitted hereunder shall not include the Borrower extension thereof to other property, but shall include those of such Liens that may be renewed or maintained in effect to secure any borrowing indebtedness that is renewed, extended or refinanced in accordance with Section 5.10(a); (c) Liens for the purpose of making loans to Member power supply systems taxes or loans to Members for bulk power supply projects assessments or loans to Members for the purpose of providing financing to telephone other government charges or levies if not yet due and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premiumpayable or, if anydue and payable, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes if they are being contested in good faithfaith by appropriate proceedings promptly initiated and diligently conducted and for which appropriate reserves are maintained and so long as no foreclosure, distraint, sale or other similar proceedings shall have been commenced with respect thereto; (ivd) Liens imposed by law, such as mechanics', materialmen's, landlords', warehousemen's, and carriers' Liens, and other similar Liens, securing obligations incurred in the ordinary course of business which are not past due for more than in favor of the PBGC, created by thirty (30) days or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedingsproceedings promptly initiated and diligently conducted and for which appropriate reserves have been established and so long as no foreclosure, including appeals of judgments as to which a stay of execution distraint, sale or other similar proceedings shall have been issuedcommenced with respect thereto; (e) Liens under workmen's compensation, unemployment insurance, social security, or similar legislation; (f) Liens, deposits, or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), or public or statutory obligations; surety, indemnity, performance, or other similar bonds; or other similar obligations arising in the ordinary course of business; (g) judgment and other similar Liens arising in connection with court proceedings, provided the execution or other enforcement of such ▇▇▇▇▇ is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and for which adequate reserves shall have been established; (h) easements, rights-of-way, restrictions, and other similar encumbrances which, in the aggregate, do not materially interfere with the occupation, use, and enjoyment of the property or assets encumbered thereby in the normal course of their business or materially impair the value of the property subject thereto; or (vi) Liens created to secure Additional Secured Indebtedness permitted under Section 5.10(f), provided that the book value of the properties subject to such Liens shall not exceed $10,000,000 in the aggregate at any time and provided further that no such Liens may encumber the collateral held by the Borrower to secure Guarantees by Bank under the Borrower of Indebtedness, Security Agreement and the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the BorrowerMortgage.

Liens. The Borrower will not create Create, incur, assume or permit to exist exist, directly or indirectly, any Lien on any property now owned or with hereafter acquired by it or on any income or revenues or rights in respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assetsthereof, except the following (collectively, the “Permitted Liens”): (a) Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members Taxes not yet due and payable and Liens for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood Taxes that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves have been established in accordance with GAAP; (b) Liens in respect of property of any Group Member imposed by Requirements of Law, (i) which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business or otherwise pertaining to Indebtedness permitted under Section 6.01(f) and (h) which do not in the aggregate materially detract from the value of the property of the Group Members, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Group Members, taken as a whole, and which, if they secure obligations that are then more than 30 days overdue and unpaid, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, or (ii) arising mandatorily on the assets of any Foreign Subsidiary; (c) any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) does not secure an aggregate amount of Indebtedness, if any, greater than the amount of such Indebtedness secured on the Closing Date or any Permitted Refinancing thereof and (ii) does not encumber any property in a material manner other than the property subject thereto on the Closing Date and any proceeds therefrom (any such Lien, an “Existing Lien”); (d) easements, rights-of-way, restrictions (including zoning restrictions), covenants, conditions, licenses, encroachments, protrusions and other similar charges or encumbrances, and title deficiencies on or other irregularities with respect to any Real Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness or (ii) individually or in the aggregate materially interfering with the ordinary conduct of the business and operations of the Group Members at such Real Property and the value, use and occupancy thereof; (e) Liens to the extent arising out of judgments, orders, attachments, decrees or awards not resulting in an Event of Default; (f) Liens (x) imposed by Requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, (y) incurred to secure the performance of appeal bonds or incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs bonds and statutory bonds, bids, leases (including deposits with respect thereto), government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (i) with respect to subclauses (x), (y) and (z) of this clause (f), such Liens are for amounts not yet due and payable or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings or orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such Lien and (ii) to the extent such Liens are not imposed by Requirements of Law, such Liens shall in no event encumber any property other than cash and cash equivalents (including Cash Equivalents); (g) Leases, subleases, licenses and sublicenses of any Property (other than Intellectual Property) of any Group Member granted by such Group Member to third parties, in each case entered into in the ordinary course of such Group Member’s business; (h) any interest or title of a lessor, sublessor, licensor, sublicensor, licensee or sublicensee under any lease, sublease, license or sublicense not prohibited by this Agreement or the other Security Documents; (i) Liens which may arise as a result of municipal and zoning codes and ordinances, building and other land use laws imposed by any Governmental Authority which are not violated in any material respect by existing improvements or the present use or occupancy of any real property, or in the case of any Material Property subject to a Mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by, the Administrative Agent; (j) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Group Member in the ordinary course of business in accordance with the past practices of such Group Member; (k) Liens securing Indebtedness incurred pursuant to Section 6.01(e); provided that (other than with respect to any Sale Leaseback Transaction) any such Liens attach only to the property being financed pursuant to such Indebtedness; (l) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Group Member, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including appeals those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of judgments law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (m) Liens on property or assets of a person existing at the time such person or asset is acquired or merged with or into or consolidated with any Group Member to the extent not prohibited hereunder (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon or pursuant to an after-acquired property clause in the applicable security documents) and are no more favorable (as reasonably determined by the Borrower) to which the lienholders than such existing Lien; (i) Liens granted pursuant to the Security Documents to secure the Secured Obligations (including Indebtedness incurred pursuant to Section 2.20, Section 2.21, Section 2.22 and Section 2.23 hereof) and (ii) any Liens securing Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and Permitted Junior Refinancing Debt (in each case, to the extent permitted pursuant to the terms of such definition); provided, in each case, that such Liens are subject to any subordination or intercreditor requirements set forth in the applicable definitions referenced above in this Section 6.02(n); (o) licenses and sublicenses of Intellectual Property granted by any Group Member in the ordinary course of business or not interfering in any material respect with the ordinary conduct of business of the Group Members; (p) the filing of UCC (or equivalent) financing statements solely as a stay precautionary measure in connection with operating leases or consignment of execution shall have been issued, and adequate reserves shall have been established, goods; (q) [reserved]; (r) [reserved]; (s) Liens attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with an Investment permitted by Section 6.03 (other than Section 6.03(j)); (t) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; (u) Liens granted by a Restricted Subsidiary (i) that is not a Credit Party in favor of any other Restricted Subsidiary in respect of Indebtedness or other obligations owed by such Restricted Subsidiary to such other Restricted Subsidiary or (ii) in favor of any Credit Party; (v) created by Liens on insurance policies and the Borrower proceeds thereof granted in the ordinary course of business to secure Guarantees by the Borrower financing of Indebtednessinsurance premiums with respect thereto under Section 6.01(k); (w) Liens (i) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), the interest on which is excludable from the gross income Liens are in favor of the recipient thereof for Federal income tax purposes seller or shipper of such goods or assets and only attach to such goods or assets, and (ii) in favor of customs and revenue authorities arising as provided a matter of law to secure payment of customs duties in Section 103(a) connection with the importation of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, goods; (x) Liens of a any Group Member which is a state or political subdivision thereof or with respect to Indebtedness and other obligations that do not in the aggregate exceed the greater of $10,000,000 and 15% of Consolidated EBITDA for the most recently ended Test Period at any time; (y) Liens on assets or property of Restricted Subsidiaries that are not Credit Parties securing Indebtedness and other obligations of such Restricted Subsidiary that is not a state or political subdivision thereof Credit Party permitted to be incurred pursuant to benefit Section 6.01 (so long as such Liens do not extend to the assets of any Credit Parties); (z) Liens on (A) Receivables Assets and related assets incurred in connection with a Member for one Receivables Facility and (B) Securitization Assets and related assets arising in connection with a Qualified Securitization Financing, in each case, in compliance with Section 6.05(q); (aa) Liens securing Indebtedness incurred pursuant to Section 6.01(q) (so long as such Liens secure only the same assets (and any after acquired assets pursuant to any after-acquired property clause in the applicable security documents) and the same Indebtedness that such Liens secured, immediately prior to the assumption of such Indebtedness, and so long as such Liens were not created in contemplation of such assumption) and (u) (to the extent permitted to be secured, and on the lien priorities described, by the terms thereof); (bb) Liens on cash advances in favor of the purposes provided seller of any property to be acquired in an Investment permitted pursuant to Section 142(a)(2)6.03 to be applied against the purchase price for such Investment; (cc) Liens on Equity Interests (i) deemed to exist in connection with any options, (4)put and call arrangements, (5), (6), (8), (9), (10) rights of first refusal and similar rights relating to Investments in Persons that are not Restricted Subsidiaries of Holdings or (12ii) of the Internal Revenue Code any joint venture or Section 103(b)(4)(D)similar arrangement pursuant to any joint venture or similar arrangement; and (dd) restrictions on dispositions of assets to be disposed of pursuant to merger agreements, (E)stock or asset purchase agreements and similar agreements, (F)in each case, (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary solely to the Borrowerextent such disposition would be permitted pursuant to the terms hereof.

Liens. The Borrower will not create Create, incur, assume or permit suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens created pursuant to the Credit Documents; (b) Liens on the Collateral securing the 2025 Senior Secured Notes and any Guarantee thereof, so long as such Liens are subject to the Pari Passu Intercreditor Agreement; (c) Liens existing on the Closing Date and, if securing obligations in excess of $5.0 million, listed on Schedule 8.01, together with any extensions, replacements, modifications or with respect to any Indebtedness of any Member which is an asset renewals of the Borrowerforegoing; provided that the collateral interests are not broadened or increased or secure any Property not secured by such Liens on the Closing Date (but shall be permitted to apply to after-acquired Property affixed or incorporated into the Property covered by such Lien and the proceeds and products of the foregoing); (d) Liens for Taxes, now existing assessments or hereafter createdgovernmental charges or levies not yet due or to the extent non-payment thereof is permitted under Section 7.05; (e) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same, are not overdue by more than thirty (30) days, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments proceedings for which adequate reserves determined in accordance with IFRS have been established (and as to which the property subject to any such Lien is not yet subject to a stay foreclosure, sale or loss proceeding on account thereof (other than a proceeding where foreclosure, sale or loss has been stayed)); (f) Liens incurred or deposits made in the ordinary course of execution shall have been issuedbusiness in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations (other than obligations under ERISA), bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (g) Liens in connection with attachments or judgments (including judgment or appeal bonds) that do not result in an Event of Default under Section 9.01(i); (h) easements, rights-of-way, covenants, conditions, restrictions (including zoning restrictions), declarations, rights of reverter, minor defects or irregularities in title and other similar charges or encumbrances, whether or not of record, that do not, in the aggregate, interfere in any material respect with the ordinary course of business of the Borrower or its Subsidiaries; (i) Liens on property of any Person securing Purchase Money Indebtedness or Indebtedness in respect of Sale and Leaseback Transactions, capital leases and Synthetic Leases of such Person, in each case to the extent incurred under Section 8.03(c) (or any refinancing of such Indebtedness incurred under Section 8.03(l)); provided that any such Lien attaches only to the Property financed or leased; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender on customary terms; (j) licenses, sub-licenses, leases or sub-leases granted to others not interfering in any material respect with the business of the Borrower and its consolidated Subsidiaries; (k) any interest or title of a lessor or sub-lessor under, and adequate reserves Liens arising from UCC or PPSA financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases and subleases permitted by this Agreement; (l) 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 and Liens deemed to exist in connection with Investments in repurchase agreements that constitute Investments permitted by Section 8.02; (m) customary contractual rights of setoff upon deposits of cash or other Liens relating to bankers liens, rights of setoff or similar rights in favor of banks or other depository institutions not securing Indebtedness; (n) Liens of a collection bank arising under Section 4-208 of the UCC (as in effect in the State of New York) or 4-210 of the UCC (as in effect in any other jurisdiction) or any corresponding section under the PPSA on items in the course of collection and liens in favor of securities intermediaries in respect of customary fees, expenses and charges in connection with maintaining securities accounts; (o) Liens on Property securing obligations assumed under Section 8.03(h) (or any refinancing of such Indebtedness incurred under Section 8.03(l)); provided that the Liens are not incurred in connection with, or in contemplation or anticipation of, the acquisition and do not attach or extend to any Property other than the Property so acquired (but, solely to the extent required by the documentation governing such obligations or such refinancing thereof and only for so long as such obligations or such refinancing shall have been establishedbe outstanding or so require, shall be permitted to apply to after-acquired Property of the relevant obligor and the proceeds and products of the foregoing) (or, in the case of Liens securing a refinancing of such Indebtedness pursuant to Section 8.03(l), the Property acquired with the proceeds of the Indebtedness so refinanced); (p) Liens securing obligations in an aggregate amount at any time outstanding that do not exceed the greater of (i) $25.0 million and (ii) 33% of Consolidated EBITDA for the most recently ended Measurement Period; provided that such Liens shall rank pari passu or junior to the Liens on the Collateral securing the Obligations or shall be secured by assets that do not constitute Collateral; provided that if such Liens are on Collateral, then they shall be subject to the Pari Passu Intercreditor Agreement or another intercreditor agreement reasonably satisfactory to the Administrative Agent; (q) Liens in respect of any Indebtedness permitted under Section 8.03(g) to the extent such Liens extend only to Property of Subsidiaries that are not Guarantors; (r) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of bank guarantees for the benefit of) insurance carriers providing insurance to the Borrower or any Subsidiary; (s) Liens on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (t) Liens securing obligations incurred pursuant to Section 8.03(n); (u) Liens on Capital Stock in joint ventures securing obligations of such joint venture, to the extent required by the terms of the organizational documents or material contracts of such joint venture; (v) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business so long as such Liens are extinguished when such goods or inventory are delivered to the Borrower or a Subsidiary; (w) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums; (x) Liens in favor of any Credit Party; (y) Liens on the Capital Stock of Unrestricted Subsidiaries; (z) Liens arising from UCC or PPSA financing statement filings (or similar filings under other applicable Law) made by factoring companies on accounts receivables sold by the Borrower or any of its Subsidiaries to secure Guarantees by such factoring companies in the ordinary course of business; (aa) Liens on the Collateral securing Permitted Notes Refinancing Debt incurred pursuant to Section 8.03(k) (or any permitted refinancing of the 2025 Senior Secured Notes or Permitted Notes Refinancing Debt incurred pursuant to Section 8.03(l)); provided that the holders of such Permitted Notes Refinancing Debt (or permitted refinancing debt in respect thereof) or their representative is or becomes party to the Pari Passu Intercreditor Agreement or another customary pari passu intercreditor agreement on terms that are reasonably satisfactory to the Administrative Agent and the Borrower of Indebtedness, (it being understood that an intercreditor agreement substantially in the interest on which is excludable from the gross income form of the recipient thereof for Federal income tax purposes as provided in Pari Passu Intercreditor Agreement shall be deemed to be reasonably satisfactory to the Administrative Agent) and all such Liens are subject to the Pari Passu Intercreditor Agreement or such other intercreditor agreement; (bb) (I) Liens on the Collateral securing Incremental Equivalent Debt incurred pursuant to Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(28.03(y)(i), (4), (5), (6), (8), (9), (10ii) or (12) iii)(A); provided that such Liens shall be subject to the Pari Passu Intercreditor Agreement or another customary pari passu intercreditor agreement on terms that are reasonably satisfactory to the Administrative Agent and the Borrower (it being understood that an intercreditor agreement substantially in the form of the Internal Revenue Code or Pari Passu Intercreditor Agreement shall be deemed to be reasonably satisfactory to the Administrative Agent) and (II) Liens on the Collateral securing Indebtedness incurred pursuant to Section 103(b)(4)(D8.03(h), (E), (F), (G), (H8.03(j) or 8.03(y)(iii)(B) on a junior lien basis to the Obligations, so long as (JX) on a Pro Forma Basis after giving effect to such Indebtedness as of the Internal Revenue Code last day of 1954the most recently ended Measurement Period, as amended, the Consolidated Senior Secured Net Leverage Ratio is equal to or less than 5.50:1.00 and (viY) granted by any Subsidiary such Indebtedness shall be subject to a customary junior priority intercreditor agreement on terms that are reasonably satisfactory to the Administrative Agent and the Borrower.; and

Liens. The Borrower will not, and will not create agree to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any Indebtedness of any Member which is an asset property or assets (real, personal or mixed, tangible or intangible) of the Borrower, whether now existing owned or hereafter createdacquired, provided that the provisions of this Section 8.01 shall not prevent the creation, incurrence, assumption or any collateral securing any such Indebtednessexistence of, and prior to the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assetsDisbursement Date, except Lender Credit Permitted Liens and, thereafter, the following Liens (ieach, a "Post-Completion Permitted Lien"): (a) granted by the Borrower to the trustee pursuant to either Indentureany tax or other statutory Lien, provided that such lien shall be discharged within sixty (ii60) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by days after the Borrower or any Subsidiary) which are being the General Partner becomes aware or reasonably should have been aware of such Lien (unless contested in good faith by appropriate proceedingsthe Borrower, including appeals of judgments as to in which a stay of execution case it shall have been issuedbe discharged within thirty (30) days after final adjudication, and provided that during the period of such contest the Borrower sets aside on its books adequate reserves with respect to the contested items); (b) Liens created pursuant to the Security Documents; (c) purchase-money Liens on any property acquired after the Operation Date provided, however, that (i) any property subject to such purchase-money Lien is acquired by the Borrower in the ordinary course of its business and such purchase-money Lien attaches to such property concurrently or within ninety (90) days after the acquisition thereof; (ii) the Indebtedness secured by such purchase-money Lien shall have been established, not exceed ninety percent (90%) of the lesser of the cost or the fair market value as of the time of the acquisition of the property covered thereby by the Borrower; (iii) each such purchase-money Lien shall attach only to the property so acquired and fixed improvements thereon; (iv) the Indebtedness secured by all such purchase-money Liens shall not at any time exceed $500,000 (or an equivalent amount in other currency); and (v) created the Indebtedness secured by such purchase-money Lien is not otherwise prohibited by the provisions of Section 8.05; (d) Liens on property and equipment constituting leases permitted by Section 8.04; and (e) mechanics', materialmen's, carrier's and similar Liens securing obligations incurred in the ordinary course of business which (i) are not past due or which are the subject of a Good Faith Contest by the Borrower (unless during the pendency of such contest or as a result thereof the Liens of the Security Documents could reasonably be expected to secure Guarantees be materially endangered or any material portion of the Site, any Plant, the Power Plant or the Project could reasonably be expected to become subject to loss or forfeiture) and (ii) which do not in the aggregate materially detract from the value of the Site, any Plant, the Power Plant or the Project or other assets of the Borrower or materially impair the use thereof; provided that, upon the commencement of any proceeding to foreclose or enforce any such Post-Completion Permitted Lien, Eximbank or the Collateral Trustee may take such action as it reasonably deems necessary to protect its interest in the Site, any Plant, the Power Plant or the Project including, without limitation, payment of amounts reasonably necessary to release any such Lien, and in such event the Borrower shall reimburse Eximbank or the Collateral Trustee, as the case may be, upon demand for the cost thereof together with interest thereon at a rate per annum equal to (in the case of Eximbank) the higher of (x) the New Borrowing Rate (as defined the Section 3.02(b)) that would be applicable to ____ such amounts if such amounts paid by Eximbank were deemed to be due from the Borrower on the date paid by Eximbank and not paid by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or when due and (y) of a state the rate specified in Section 3.02(a) plus 1.0% or political subdivision thereof incurred to benefit a Member for one (in the case of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10Collateral Trustee) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the BorrowerBase Rate plus 3.75%.

Liens. The Borrower will shall not, and shall not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property now owned by it or with respect to any Indebtedness of any Member which is an asset of such Subsidiary, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to any asset of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiaryof its Subsidiaries existing on the Closing Date and set forth on Schedule 7.13(c); provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens are restricted solely to the collateral permitted to be secured pursuant to Section 9.01(g); (d) Liens imposed by any applicable Law arising in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet delinquent or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any applicable Law and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the Borrower’s business or any of the Borrower’s Subsidiaries’ businesses; (h) with respect to any real property, (vi) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to applicable Law; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any applicable Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which 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 Obligors or its Subsidiaries; and (iv) leases or subleases in the ordinary course of business; (i) Liens securing Indebtedness permitted under Section 9.01(i); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition, (ii) such Lien shall not apply to any other property or assets of the Borrower or any of its Subsidiaries other than the property or assets being acquired pursuant to such Permitted Acquisition, and (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (j) bankers liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (k) (i) licenses permitted pursuant to Section 9.13 and (ii) any ordinary course interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement permitted pursuant to Section 9.13; (l) cash collateral accounts serving as collateral in connection with Indebtedness permitted pursuant to Sections 9.01 (h), (j), (l) and (o); (m) judgment Liens resulting from judgments that, individually or in the aggregate with all other judgment Liens, would not constitute an Event of Default; (n) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement solely in connection with a Permitted Acquisition; (o) Liens securing Indebtedness permitted pursuant to secure Guarantees Section 9.01(k); provided that such Lien shall be solely limited to the applicable policies, supporting documentation relating thereto and the Obligor’s right to receive proceeds under the insurance policy with respect to which such Indebtedness has been incurred; and (p) Liens securing Indebtedness permitted under Section 9.01(p); provided that the sole assets covered by such Liens will be the Borrower Borrower’s right to receive proceeds, if any, resulting from its Claim made in connection with the Qiagen Matter. Any term or provision of Indebtednessthis Section 9.02 to the contrary notwithstanding, the interest on which is excludable from the gross income no Lien otherwise permitted under any of the recipient thereof foregoing clauses shall apply to any Material Intellectual Property except for Federal income tax purposes as provided Liens described in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, clauses (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2a), (4), (5), (6), (8), (9), (10i) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowerk).

Liens. The Borrower Subject to the provisions of Article XII relating to permitted contests, Tenant will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property or any portion thereof or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (i) this Lease; (ii) the matters that existed as of the Commencement Date with respect to the Leased Property or any portion thereof (it being understood that nothing in this clause (ii) shall be deemed to vitiate or supersede Tenant’s obligations under Sections 4.2, 7.2(g), 9.1 and 10.3(e) with respect to the Property Documents to the extent provided therein); (iii) restrictions, liens and other encumbrances which are consented to in writing by Landlord (such consent not to be unreasonably withheld, conditioned or delayed); (iv) liens for Impositions which Tenant is not required to pay hereunder (if any); (v) Subleases permitted by Article XXII and any other lien or encumbrance expressly permitted under the provisions of this Lease; (vi) liens for Impositions not yet delinquent or being contested in accordance with Article XII, provided that Tenant has provided appropriate reserves to the extent required under GAAP and any foreclosure or similar remedies with respect to such Impositions have not been instituted and no notice as to the institution or commencement thereof has been issued except to the extent such institution or commencement is stayed no later than twenty (20) days after such notice is issued; (vii) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either disputed or not yet due, provided that (1) the payment of such sums shall not be postponed under any related contract for more than sixty (60) days after the completion of the action giving rise to such lien unless being contested in accordance with Article XII and such reserve or other appropriate provisions as shall be required by law or GAAP shall have been made therefor and no foreclosure or similar remedies with respect to such liens has been instituted and no notice as to the institution or commencement thereof have been issued except to the extent such institution or commencement is stayed no later than twenty (20) days after such notice is issued; (2) any such liens are in the process of being contested as permitted by Article XII; or (3) in the event any foreclosure action is commenced under any such lien, Tenant shall immediately remove, discharge or bond over such lien; (viii) any liens created by Landlord; (ix) liens related to equipment leases or equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Leased Property or any portion thereof, provided that the payment of any sums due under such equipment leases or equipment financing shall either (1) be paid as and when due in accordance with the terms thereof, or (2) be in the process of being contested as permitted by Article XII (and provided that a lienholder’s removal of any such Tenant’s Property from the Leased Property shall be subject to all applicable provisions of this Lease, and, without limitation, Tenant or such lienholder shall restore the Leased Property from any damage effected by such removal); (x) (1) liens granted as security for the obligations of Tenant and its Affiliates under a Permitted Leasehold Mortgage (and the documents relating thereto) or (2) liens granted as security for the obligations of Subtenant under a financing arrangement that would be a Permitted Leasehold Mortgage (disregarding for this purpose, however, the requirement that the liens created by a Permitted Leasehold Mortgage encumber the entirety of Tenant’s Leasehold Estate, so long as the applicable subleasehold mortgage covers all of the applicable Subtenant’s subleasehold estate (other than items that are not capable of being mortgaged and that, in the aggregate, are de minimis)) if entered into by Tenant (and the documents relating thereto); provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to exist encumber the Leasehold Estate (or a Subtenant to encumber its subleasehold interest) in the Leased Property or any Lien portion thereof (other than, in the case of Tenant, to a Permitted Leasehold Mortgagee, or in the case of Subtenant, to a lender or other provider of financing under a financing arrangement that would be a Permitted Leasehold Mortgage (disregarding for this purpose, however, the requirement that the liens created by a Permitted Leasehold Mortgage encumber the entirety of Tenant’s Leasehold Estate, so long as the applicable subleasehold mortgage covers all of the applicable Subtenant’s subleasehold estate (other than items that are not capable of being mortgaged and that, in the aggregate, are de minimis)) if entered into by Tenant (provided that no such lien granted by a Subtenant to a lender or other provider of financing shall encumber Landlord’s fee interest in the Leased Property, including by operation of law or otherwise), or otherwise to the extent expressly permitted hereunder), without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion; and provided further that upon request Tenant shall be required to provide Landlord with fully executed copies of any and all Permitted Leasehold Mortgages; and (xi) except as otherwise expressly provided in this Lease, easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to the Leased Property or any Indebtedness of any Member which is an asset portion thereof, in each case whether now or hereafter in existence, not individually or in the aggregate materially interfering with the conduct of the Borrowerbusiness on the Leased Property for the Primary Intended Use, now existing or hereafter createdtaken as a whole. For the avoidance of doubt, or the parties acknowledge and agree that Tenant has not granted any collateral securing any such Indebtednessliens in favor of Landlord as security for its obligations hereunder except as otherwise expressly provided under this Lease, and nothing contained herein shall be deemed or construed to prohibit the Borrower will not permit any Subsidiary to create or permit to exist any Lien issuance of a lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture Equity Interests in Tenant (it being understood agreed that any foreclosure by a lien holder on such interests in Tenant shall be subject to the Borrower can restrictions on transfers of interests in Tenant and Change of Control set forth in Article XXII) or to prohibit Tenant from pledging (A) its Accounts and other Tenant’s Property as collateral (1) in connection with financings of equipment and other purchase money indebtedness or (2) to secure Permitted Leasehold Mortgages, or (B) its Accounts and other property of Tenant (other than Tenant’s Property); provided that, Tenant shall in no event pledge to any Person that is not pledge granted a Permitted Leasehold Mortgage hereunder any of Tenant’s Property to the extent that such assets to an extent greater than 150% of Tenant’s Property cannot be removed from the aggregate principal amount of such IndebtednessLeased Property without (I) and which Liens secure amounts not exceeding $500,000,000 in damaging or impairing the aggregate at any one time outstanding, Leased Property (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to which a stay of execution shall have been issued, and adequate reserves shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2de minimis manner), (4)II) impairing in any material respect the operation of the Facility for its Primary Intended Use, (5), (6), (8), (9), (10) or (12III) impairing in any material respect Landlord’s or any Successor Tenant’s ability to acquire the Gaming Assets at the expiration or termination of the Internal Revenue Code or Term in accordance with Section 103(b)(4)(D), 36.1 (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary after giving effect to the Borrowerrepayment of any indebtedness encumbering the Gaming Assets and release of any liens thereon as required by such Section 36.1).

Liens. The Borrower will not create No Company shall create, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property or with respect to any Indebtedness of any Member which is an asset of the Borrowerassets, whether now existing owned or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will acquired; provided that this Section 5.09 shall not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower apply to the trustee pursuant to either Indenture, following: (iia) on any such Indebtedness granted by the Borrower to secure any borrowing Liens for the purpose of making loans to Member power supply systems Taxes not yet due and payable (or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstandingcase of property taxes and assessments, not more than ninety (iii90) of current taxes not delinquent days overdue) or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which that are being actively contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been establishedestablished in accordance with GAAP; (b) carrier’s, warehousemen’s, mechanic’s, materialmen’s, repairmen’s or other similar Liens, and vendor’s Liens imposed by statute or common law arising in the ordinary course of business or the ownership of such Company’s property and assets that (vi) created by do not secure the Borrower to secure Guarantees by the Borrower repayment of Indebtedness, and (ii) do not in the interest on which is excludable aggregate materially detract from the gross income value of the recipient thereof property subject thereto or materially impair the use of such property for Federal income tax purposes as its intended purposes; (c) Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to a Domestic Credit Party; (d) purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.08(b) hereof, provided in Section 103(athat such Lien is limited to the purchase price and only attaches to the property being acquired; (e) any Lien of the Internal Revenue Code or Section 103(a) Administrative Agent, for the benefit of the Internal Revenue Code Lenders; (f) the Liens existing on the Effective Date as set forth in Schedule 5.09 hereto and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of 1954Indebtedness secured thereby shall not be increased; (g) any Liens securing the Indebtedness incurred pursuant to Section 5.08(g) hereof and any refinancing thereof; (h) easements, rights-of-way, zoning or other use restrictions and other similar encumbrances incurred in the ordinary course of business, or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company; (i) pledges or deposits under workers’ compensation, unemployment insurance and other social security legislation; (j) Liens consisting of bankers’ liens and rights of setoff, in each case, arising by operation of law, and Liens on documents (and the goods covered thereby) delivered under trade letters of credit; (k) licenses of intellectual property granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Companies; (l) any Lien on property owned by a Company as amendeda result of an Acquisition permitted pursuant to Section 5.13 hereof, so long as such Lien is (xi) either (A) permitted under another subpart of a Member which is a state or political subdivision thereof this Section 5.09, or (yB) is released within ninety (90) days of a state or political subdivision thereof incurred to benefit a Member for one such Acquisition (unless Company shall have obtained the prior written consent of the purposes provided in Section 142(a)(2Administrative Agent and the Required Lenders), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (viii) granted by any Subsidiary such Lien was not created at the time of or in contemplation of such Acquisition; or (m) other Liens, in addition to the BorrowerLiens listed above, securing amounts, in the aggregate for all Companies, not to exceed Ten Million Dollars ($10,000,000). No Company shall enter into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets) that would prohibit the Administrative Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of such Company; provided, however, that, notwithstanding the foregoing provisions of this sentence, a Company may enter into a contract or agreement so prohibiting the Administrative Agent or the Lenders to the extent such prohibition (i) is required by a contract or agreement with a Governmental Authority, (ii) requires a consent not obtained of any Governmental Authority, or (iii) constitutes a breach or default under, or results in the termination of, or requires any consent not obtained under, any such contract or agreement except to the extent the term in such contract or agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law.

Liens. The Borrower will not, and will not create permit any of the Restricted Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any Indebtedness property or assets (real or personal, tangible or intangible and including Equity Interests or other securities of any Member which is an asset Person, including any Restricted Subsidiary) of the BorrowerBorrower or any Restricted Subsidiary, whether now existing owned or hereafter createdacquired, or on any collateral securing income or revenues or rights in respect of any such Indebtednessthereof; provided that the provisions of this Section 6.01 shall not prevent the creation, and incurrence, assumption or existence of the Borrower will not permit any Subsidiary following (Liens described below are herein referred to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens as “Permitted Liens”): (i) granted by the Borrower to the trustee pursuant to either IndentureLiens for taxes, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing assessments or governmental charges or levies not yet due or Liens for the purpose of making loans to Member power supply systems taxes, assessments or loans to Members for bulk power supply projects governmental charges or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes levies being contested in good faith, faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (ivii) other than Liens in favor respect of the PBGC, created by property or resulting from any legal proceedings (including legal proceedings instituted by assets of the Borrower or any Restricted Subsidiary imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and in each case (x) which are for amounts that are not past-due and do not in the aggregate materially detract from the value of the Borrower’s or such Restricted Subsidiary’s property or assets or materially impair the use thereof in the operation of the business of the Borrower or such Restricted Subsidiary or (y) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien, and for which adequate reserves have been established in accordance with GAAP; (iii) Liens in existence on the Closing Date which are listed, and the property subject thereto described, in Schedule 6.01, plus renewals, replacements and extensions of such Liens, provided that (x) the aggregate principal amount of the Indebtedness, if any, or obligations secured by such Liens does not increase from that amount outstanding at the time of any such renewal, replacement or extension and (y) any such renewal, replacement or extension does not encumber any additional assets or properties of the Borrower or any Restricted Subsidiary; (iv) Liens created by or pursuant to this Agreement and the Security Documents; (v) (x) licenses, sublicenses, leases or subleases granted by the Borrower or any Restricted Subsidiary to other Persons in the ordinary course of business and not materially interfering with the conduct of the business of the Borrower or any Restricted Subsidiary or materially detracting from the value of the Borrower’s or such Restricted Subsidiary’s property, rights or assets and (y) any interest or title of a lessor, sublessor or licensor under any operating lease or license agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and covering only the assets so leased or licensed; (vi) Liens upon assets of the Borrower or any Restricted Subsidiary subject to Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are permitted by Section 6.04(iv), provided that (x) such Liens only serve to secure the payment of Indebtedness arising under such Capitalized Lease Obligation and (y) the Lien encumbering the asset giving rise to the Capitalized Lease Obligation does not encumber any other asset of the Borrower or any Restricted Subsidiary; (vii) Liens placed upon fixed or capital assets used in the ordinary course of business of the Borrower or any Restricted Subsidiary and placed at the time of the acquisition thereof by the Borrower or such Restricted Subsidiary or within 90 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such assets, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that (x) the Indebtedness secured by such Liens is permitted by Section 6.04(iv) and (y) in all events, the Lien encumbering the assets so acquired does not encumber any other asset of the Borrower or such Restricted Subsidiary (other than property financed by such Indebtedness and proceeds thereof); (viii) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of the Borrower or any Restricted Subsidiary; (ix) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into or dispositions of assets consummated in the ordinary course of business; (x) Liens arising out of the existence of judgments as to or awards not constituting an Event of Default under Section 7.01(i) and in respect of which the Borrower or any Restricted Subsidiary shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution shall have been issued, pending such appeal or proceedings; (xi) statutory and adequate reserves shall have been established, (v) created common law landlords’ liens under leases entered into in the ordinary course of business by the Borrower or any Restricted Subsidiary; (A) Liens (other than Liens imposed under ERISA) incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and other social security legislation and (B) Liens securing the performance of bids, trade contracts, performance and completion guarantees, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (in each case exclusive of obligations in respect of Indebtedness); (xiii) Permitted Encumbrances; (xiv) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Restricted Subsidiary in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition, provided that (x) any Indebtedness that is secured by such Liens is permitted to exist under Section 6.04(vii), 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 asset of the Borrower or any Restricted Subsidiary; (xv) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (xvi) Liens (x) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets, and (y) in favor of customs and revenue authorities arising as a matter of law to secure Guarantees payment of customs duties in connection with the importation of goods in the ordinary course of business; (xvii) (A) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business and are customary in the banking industry in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank or banks with respect to cash management and operating account arrangements and (B) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (xviii) Liens securing Non-Recourse Indebtedness so long as any such Lien shall encumber only (i) the assets originated, acquired or funded with the proceeds of such Non-Recourse Indebtedness and (ii) any intangible contract rights and other accounts, documents, records and other property directly related to the assets set forth in clause (i) and any proceeds thereof; (xix) (A) Liens securing Permitted Funding Indebtedness (and any related Interest Rate Protection Agreement) other than Permitted Servicing Advance Facility Indebtedness so long as any such Lien shall encumber only (i) the assets originated, acquired or funded with the proceeds of such Indebtedness and (ii) any intangible contract rights and other accounts, documents, records and other property directly related to the assets set forth in clause (i) and any proceeds thereof and (B) Liens in any cash collateral or restricted accounts securing Permitted Funding Indebtedness (and any related Interest Rate Protection Agreement) other than Permitted Servicing Advance Facility Indebtedness; (xx) (A) Liens on Servicing Advances, any intangible contract rights, reimbursement rights for Servicing Advances and other accounts, documents, records and property directly related to the foregoing assets and any proceeds thereof securing Permitted Servicing Advance Facility Indebtedness, Permitted Securitization Indebtedness or Non-Recourse Indebtedness and (B) Liens in any cash collateral or restricted accounts securing Permitted Servicing Advance Facility Indebtedness, or, if used to finance Servicing Advances, Permitted Securitization Indebtedness or Non-Recourse Indebtedness, in each case only to the extent required by the debt provider or Government Sponsored Entity and limited to an amount that is customary in the industry; (xxi) Liens on Servicing Advances (and/or reimbursement rights therefor), Residential Mortgage Loans or MSR and any intangible contract rights and other accounts, documents, records and property directly related to the foregoing assets and any proceeds thereof, in each case that are the subject of an Excess Spread Sale entered into in the ordinary course of business securing obligations under such Excess Spread Sale; (xxii) Liens on the Equity Interests of any Unrestricted Subsidiary and the proceeds thereof securing Non-Recourse Indebtedness of such Unrestricted Subsidiary; (xxiii) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto; provided such Liens shall not exceed the amount of such premiums so financed; (xxiv) Liens on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder; (xxv) Liens on Securitization Assets, any intangible contract rights and other accounts, documents, records and assets directly related to the foregoing assets and any proceeds thereof incurred in connection with Permitted Securitization Indebtedness or permitted guarantees thereof; (xxvi) Liens on the Collateral securing Permitted External Refinancing Debt or any Permitted Refinancing thereof; (xxvii) additional Liens of the Borrower or any Restricted Subsidiary not otherwise permitted by this Section 6.01 so long as the aggregate outstanding principal amount of the obligations secured thereby (determined as of the date such Lien is incurred) does not exceed $22,500,000 in the aggregate for all such Liens at any time; provided that such Liens shall not secure third party debt for borrowed money; (xxviii) Liens in any cash collateral or restricted accounts (containing only cash or cash equivalent securities, including securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof, including, without limitation, GNMA, FNMA or FHLMC mortgage backed securities) securing any Interest Rate Protection Agreement permitted under the Credit Documents; (xxix) Liens on cash, Cash Equivalents and restricted accounts containing cash and Cash Equivalents in connection with the defeasance, discharge or redemption of Indebtedness; provided that such defeasance, discharge or redemption is permitted hereunder; (xxx) Liens on cash, Cash Equivalents and accounts containing cash and Cash Equivalents securing obligations owed by the Borrower or any Restricted Subsidiary to any Government Sponsored Entity, any other government agency or any insurer, which obligations are permitted or not prohibited under the Credit Documents and in each case, so long as the aggregate principal amount at any time outstanding of the obligations secured thereby does not exceed the sum of $50,000,000 and the L/C Cap; (xxxi) Liens on cash, Cash Equivalents and accounts containing cash and Cash Equivalents securing the Indebtedness permitted by Section 6.04(xx) in an aggregate amount not to exceed 105% of the face amount of the Indebtedness permitted thereby; (xxxii) subject to the First Lien/Second Lien Intercreditor Agreement, Liens securing indebtedness permitted by Section 6.04(xxii). In connection with the granting of Liens of the type described in clauses (iii), (vi), (vii), (xiv), (xviii), (xix), (xx), (xxi), (xxv), (xxviii), (xxix), (xxx) and (xxxi) of this Section 6.01 by the Borrower of Indebtednessany of the Restricted Subsidiaries, the interest on which is excludable from Administrative Agent and the gross income Collateral Agent shall be authorized to take any actions deemed appropriate by it in connection therewith without approval of any Lender (including, without limitation, by executing appropriate lien releases or lien subordination agreements in favor of the recipient thereof for Federal income tax purposes as provided holder or holders of such Liens, in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary either case solely with respect to the Borroweritem or items of equipment or other assets subject to such Liens).

Liens. The Borrower will not create Create or permit suffer to exist any Lien on or with respect to upon any Indebtedness of its Property (including without limitation, Equity Interests in any Member which is an asset of the Borrower, Credit Party’s Subsidiaries) now existing owned or hereafter createdacquired, or acquire any collateral securing Property upon any such Indebtednessconditional sale or other title retention device or arrangement or any purchase money security agreement; provided, however, that the Credit Parties and the Borrower will not permit their Subsidiaries (or any Subsidiary to of them) may create or permit suffer to exist any Lien exist: (a) Liens in effect on or with respect to any of such Subsidiary's assetsthe date hereof and which are described on Schedule 7.2 attached hereto, except Liens (i) granted by the Borrower to the trustee pursuant to either Indentureprovided, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can Property covered thereby does not pledge increase in scope and such assets Liens may not be renewed and extended, unless the same relate to an extent greater than 150% of Refinancing Indebtedness permitted by Section 7.1(e) above; (b) Liens against the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than Collateral in favor of the PBGCCollateral Agent for the ratable benefit of the Lenders as security for the Obligations and the Revolving Credit Agreement Debt; (c) Liens incurred and pledges and deposits made in the ordinary course of business in connection with workers’ compensation, created unemployment insurance, old-age pensions and other social security benefits (not including any lien described in Section 412(m) of the Code); (d) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, vendors’ and landlords’ liens and other similar liens, incurred in good faith in the ordinary course of business and securing obligations which are incurred in the ordinary course of business and are not overdue for a period of more than 30 days or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments proceedings pursued in good faith and as to which the Borrower or any of its Subsidiaries, as the case may be, shall, to the extent required by GAAP, consistently applied, have set aside on its books adequate reserves; (e) Liens securing the payment of taxes, assessments and governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA), that are not delinquent, are permitted by Section 6.2 hereof, or are being diligently contested in good faith by appropriate proceedings and as to which adequate reserves have been established in accordance with GAAP; provided, however, that the aggregate amount of overdue taxes being diligently contested in good faith at any one time secured by such Liens shall not exceed $1,000,000; (f) Zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a stay landlord or owner of execution the leased property, with or without consent of the lessee) which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (g) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business; (h) Purchase money Liens securing the Indebtedness permitted by Section 7.1(c) above, provided, as a result of the creation of any such Lien, (i) no Default or Event of Default shall have been issuedoccurred and is continuing, (ii) the principal amount of such Lien does not exceed 100% of the purchase price of the asset acquired with such permitted Indebtedness plus accrued interest on such Indebtedness plus protective advances made by the holder of such permitted Indebtedness, and adequate reserves (iii) such Lien shall have been establishednot apply to any other Property other than the asset acquired with such purchase money Indebtedness; (i) Liens in favor of the Borrower or any Guarantor securing any Indebtedness permitted pursuant to Sections 7.1(g) hereof; (j) Liens on fixed assets securing Indebtedness permitted to be assumed, acquired or incurred in connection with acquisitions permitted under Section 7.4(e)(7), provided, (vi) created the applicable Lien existed on the applicable Property prior to the acquisition thereof by the Borrower to secure Guarantees by or any Subsidiary or existed on any Property of any Person that becomes a Subsidiary of the Borrower of Indebtednessafter the date hereof prior to the time such Person becomes a Subsidiary, (ii) the interest on which is excludable from the gross income applicable Lien shall not apply to any other Property of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code Borrower or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amendedany Subsidiary, and (viiii) granted by any Subsidiary the applicable Lien shall secure only those obligations which it secures on the date of the applicable acquisition or the date such Person becomes a Subsidiary, as the case may be; (k) Liens consisting of bankers’ liens and rights of setoff, but only to the Borrowerextent permitted under any applicable Tri-Party Agreements, and in each case, arising by operation of law, and Liens on documents presented in letter of credit drawings; and (l) Liens on securities securing Indebtedness to the extent permitted in accordance with Section 7.1(n). (m) Liens on the assets of any Canadian Subsidiary of the Borrower in favor of JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian collateral agent, for the ratable benefit of the Canadian revolving credit lenders, as security for the Canadian obligations under the Revolving Credit Agreement. Provided, however, notwithstanding anything contained above in this Section 7.2 to the contrary, if any of the permitted Liens are of the type that are being contested in good faith by appropriate proceedings as to the Borrower or any of its Subsidiaries, the Indebtedness giving rise to such contested Lien(s) must be immediately paid upon commencement of any foreclosure process or proceeding with respect to such Lien(s) unless the same shall be effectively stayed or a surety bond with respect thereto (which is satisfactory in all respects to the Agent), is posted.

Liens. The Borrower will not create not, nor will it permit any Significant Subsidiary to, create, incur, or permit suffer to exist any Lien in, of or on or with respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted Property owned by the Borrower or any Subsidiaryof its Significant Subsidiaries (other than treasury stock of the Borrower) securing any obligations with an aggregate principal or stated amount at any time in excess of $100,000,000, except: (i) Liens for taxes, assessments or governmental charges or levies on its Property if the same (A) shall not at the time be due or, if due, thereafter can be paid without penalty, or (B) are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (ii) Liens imposed by law or pursuant to customary reservations or retentions of title that are incurred in the ordinary course of business, such as carriers’, warehousemen’s, laborers’, materialmen’s, landlords’, repairmens’, suppliers’ and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than sixty (60) days past due, or that remain payable but are unfiled and as to which no other action has been taken to enforce the same, or which are being contested in good faith (and, if necessary, by appropriate proceedings, including appeals of judgments as to ) and for which a stay of execution adequate reserves in accordance with GAAP shall have been issuedset aside on its books; (iii) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (iv) Easements, building and adequate reserves shall have been establishedzoning restrictions, rights of way and similar encumbrances, charges or restrictions against real property as are of a nature generally existing with respect to real properties and which do not materially detract from the value of the same or materially interfere with the ordinary conduct of the business of the Borrower and its Significant Subsidiaries taken as a whole; (v) created by Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries not constituting a Default under Section 7.8 and Liens securing appeal or other surety bonds related to such judgments in an aggregate amount not in excess of $75,000,000 at any time outstanding; (vi) Liens or deposits to secure (A) the performance of tenders, government contracts, import duties, payment of rent, licenses, bids, trade contracts, leases, statutory or regulatory obligations, surety and appeal bonds, performance bonds or other obligations of like nature, in each case in the ordinary course of business or (B) liability to insurance carriers under insurance or self-insurance arrangements; (vii) Liens consisting of the interest or title of a lessor, lessee, sublessor, sublessee licensor or licensee under a lease (including, without limitation, in connection with any sale and lease-back transaction) or license; (viii) Liens securing Capitalized Lease Obligations in an aggregate amount at no time exceeding $10,000,000; (ix) Liens on assets of a Subsidiary of the Borrower in favor of the Borrower or another Subsidiary of Borrower; (x) Liens on domestic accounts receivable of the Borrower securing Indebtedness of the Borrower to secure Guarantees by a direct Wholly-Owned Subsidiary in an aggregate principal amount at no time exceeding $300,000,000; (xi) Liens on any property or assets owned or leased existing at the time such property or asset was acquired (including Liens on the property or assets of any Person that becomes a Subsidiary of the Borrower that existed at the time such Person became a Subsidiary by acquisition, merger, consolidation or otherwise), which Liens were not created in contemplation of Indebtednesssuch acquisition, the interest on which is excludable from the gross income and refinancings, renewals, extensions and replacements of the recipient thereof for Federal income tax purposes as provided in same; (xii) Liens arising under or related to any statutory or common law provisions relating to bankers’ liens (including, without limitation, Liens of a collection bank arising under Section 103(a) 4-210 of the Internal Revenue Uniform Commercial Code on items in the course of collection), rights of set-off or similar rights and remedies as to deposit or securities accounts or other funds maintained with a depositary or other financial institution or securities intermediary; (xiii) Liens of sellers of goods arising under Article 2 of the Uniform Commercial Code or Section 103(asimilar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (xiv) Liens on property subject to escrow or similar arrangements established in connection with litigation settlements; and (xv) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the Internal Revenue Code importation of 1954, as amended, (x) goods in the ordinary course of a Member which is a state or political subdivision thereof or (y) business and other similar Liens arising in the ordinary course of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowerbusiness.

Liens. The Borrower Parent will not, and will not permit any of its Subsidiaries to, create or permit suffer to exist any Lien on upon any property or with respect to assets, now owned or hereafter acquired, securing any Indebtedness of any Member which is an asset of the Borroweror other obligation, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens except: (i) granted by the Borrower Liens created pursuant to the trustee pursuant to either Indenture, Security Documents; (ii) the Liens existing on the A&R Closing Date set forth in Schedule III and Liens arising out of the refinancing, extension, renewal or refunding of any such Indebtedness granted secured by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUSLien set forth on Schedule III, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood provided that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such IndebtednessIndebtedness is not increased and is not secured by any additional assets; (iii) (A) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstandingsecuring Indebtedness permitted by clauses (iii), (iiiv), (viii), (ix)(b), (xi) (solely to the extent the Indebtedness that is guaranteed is otherwise permitted to be secured pursuant to this Section 9.13) and/or (xii) of current taxes not delinquent or a security for taxes being contested in good faithSection 9.08; and (B) Liens securing Acquired Debt, provided that such Liens cover only those assets that were covered by such Liens prior to the relevant acquisitions; (iv) other than in favor of the PBGC, created by Liens for taxes and assessments not yet delinquent or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, including appeals of judgments as to which a stay of execution shall have been issued, and if adequate reserves shall have been established, with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (v) created statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the Borrower books of the applicable Person; (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure Guarantees payments of customs duties in connection with the importation of goods; (vii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by E▇▇▇▇; (viii) normal and customary banker’s Liens and rights of setoff arising in the Borrower ordinary course of business with respect to cash and cash equivalents; provided that such cash and cash equivalents are not dedicated cash collateral in favor of such depository institution and are not otherwise intended to provide collateral security (other than for customary account commissions, fees and reimbursable expenses relating solely to deposit accounts, and for returned items); (ix) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the interest on which is excludable from the gross income ordinary course of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, business; (x) Liens securing judgments for the payment of money not constituting an Event of Default under Section 10.01(8)); (xi) leases, subleases, licenses and sublicenses which do not materially interfere with the business of the Parent or any Subsidiary; (xii) Liens on properties or assets of an Excluded Subsidiary (other than a Member Subsidiary Borrower) securing Indebtedness of such Excluded Subsidiary permitted hereunder; (xiii) other Liens arising in the ordinary course of the business of the Parent or such Subsidiary which is are not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (xiv) Liens under the instruments governing (A) an Accounts Receivable Financing or (B) a state or political subdivision thereof or Permitted Mortgage Financing permitted by Section 9.08 hereof; (xv) Liens securing other Indebtedness in an outstanding principal amount not at any time exceeding the greater of (x) $400,000,000 and (y) 25% of a state or political subdivision thereof incurred to benefit a Member for one EBITDA as of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) last day of the Internal Revenue Code most recently ended TTM Period, calculated on a pro forma basis; (xvi) the reservations, limitations, provisos and conditions expressed in any original grant from the Crown in right of Canada or Section 103(b)(4)(D)any province or territory thereof, (E)as applicable, (F)of any real property or any interest therein or in any comparable grant in jurisdictions other than Canada; provided that such reservations, (G)limitations, (H) or (J) provisos and conditions do not reduce the value of the Internal Revenue Code applicable property or assets or materially interfere with the use of 1954, as amended, such property or assets; (xvii) Liens granted to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business or the ownership of the property or assets; provided that such Liens do not reduce the value of the property or assets or materially interfere with the use of such property or assets; and (vixviii) granted by any Subsidiary servicing agreements, development agreements, site plan agreements, subdivision agreements and other agreements with a Governmental Authority pertaining to the Borroweruse or development of any properties or assets; provided that such agreements are complied with and do not reduce the value of the property or assets or materially interfere with the use of such property or assets.

Liens. The Borrower will shall not, and shall not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property now owned by it or with respect to any Indebtedness of any Member which is an asset of such Subsidiary, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to any asset of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiaryof its Subsidiaries existing on the Closing Date and set forth on Schedule 7.13(c); provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries and (ii)any such Lien shall secure only those obligations which it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens are restricted solely to the collateral permitted to be secured pursuant to Section 9.01(g); (d) Liens imposed by any applicable Law arising in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet delinquent or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any applicable Law and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich do not in any case materially detract from the value of the property subject thereto or interfere in any material respects with the ordinary conduct of the Borrower’s business or any of the Borrower’s Subsidiaries’ businesses; (h) with respect to any real property, (vi) created such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the Borrower original owner of such real property pursuant to secure Guarantees applicable Law; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any applicable Law, which, in the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof aggregate for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, clauses (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2i), (4ii) and (iii), are not material, and which 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 Obligors or its Subsidiaries; and (iv) leases or subleases in the ordinary course of business; (i) Liens securing Indebtedness permitted under Section 9.01(i); provided that (i)such Lien is not created in contemplation of or in connection with such Permitted Acquisition, (ii)such Lien shall not apply to any other property or assets of the Borrower or any of its Subsidiaries other than the property or assets being acquired pursuant to such Permitted Acquisition, and (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (j) bankers liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (k) (i) licenses permitted pursuant to Section 9.12 and (ii) any ordinary course interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement permitted pursuant to Section 9.12; (l) judgment Liens resulting from judgments that, individually or in the aggregate with all other judgment Liens, would not constitute an Event of Default; (m) any interest or title of a lessor or sub-lessor under any lease to which an Obligor is a lessee or sub-lessee (other than a Capital Lease) or of a licensor or sub-licensor under any license to which an Obligor is a licensee or sub-licensee, in each case permitted by this Agreement; (n) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted pursuant to Section 9.01(n); (o) 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; (p) other Liens securing Indebtedness or other liabilities incurred after the Closing Date that, individually or in the aggregate, do not exceed [***] and (q) Customer Licenses and other licenses permitted hereunder. Any term or provision of this Section 9.02 to the contrary notwithstanding, no Lien otherwise permitted under any of the foregoing clauses shall apply to any Material Intellectual Property except for Liens described in clauses (a), (5), i) and (6), (8), (9), (10) or (12k) of the Internal Revenue Code or this Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrower9.02.

Liens. The Borrower will not create (a) Create, incur, assume or permit suffer to exist any Lien on or with respect to upon any Indebtedness of any Member which is an asset of the Borrower, Borrowing Base Property whether now existing owned or hereafter created, or any collateral securing any such Indebtedness, acquired (except to the extent released as a Borrowing Base Property pursuant to and in accordance with the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any terms of such Subsidiary's assets, except Liens Section 1.10 hereof) other than the following: (i) granted by the Borrower to the trustee Liens pursuant to either Indenture, any Loan Document; (ii) Liens existing on the date hereof and listed on Schedule 5.08(b) or Liens existing on the date any Borrowing Base Property is approved as a Borrowing Base Property and which are referenced in the applicable Mortgage Policy for such Indebtedness granted by Borrowing Base Property and any renewals, refinancing or extensions thereof, provided that (A) the Borrower to secure amount secured or benefited thereby is not, at any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUStime, which borrowing or borrowings are on terms increased (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings extent of (1) any existing unfunded commitments related thereto or (2) any reasonable premium or other reasonable amount paid, together with fees and expenses reasonably incurred in connection with such refinancing) and (B) any Liens under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% this Section 7.01(a)(ii) which represent due and unpaid obligations of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 Borrowers will not, in the aggregate at any one time outstandingaggregate, exceed five percent (5%) of Total Asset Value; (iii) of current Liens for taxes not delinquent yet due or a security for taxes which are being contested in good faithfaith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (iv) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other than Liens imposed by law or pursuant to customary reservations or retentions of title arising in favor the ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the PBGC, created by same or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings for which a stay of execution shall adequate reserves determined in accordance with GAAP have been issuedestablished or if such Liens secure the obligations of tenants, and adequate reserves shall have been establishedlicenses or other occupants of any Borrowing Base Property, then the same are not material in amount; (v) created by easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the Borrower to secure Guarantees by the Borrower of Indebtednessaggregate, the interest on are not substantial in amount, which is excludable do not in any case materially detract from the gross income value of the recipient thereof for Federal income tax purposes as provided in Section 103(a) property subject thereto or materially interfere with the ordinary conduct of the Internal Revenue Code or Section 103(a) business of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and applicable Person; (vi) the Borrowing Base Leases and such other Leases granted by any Subsidiary the Borrowers in the ordinary course of business (to the Borrowerextent not otherwise prohibited by the terms hereof); and (vii) the interest of the lessor under an Approved Ground Lease and/or interests of licensors or licensees related to the business(es) operated pursuant to the applicable Borrowing Base Leases or other Leases permitted pursuant to the terms hereof. (b) Create, incur, assume or suffer to exist any Lien upon any of the Equity Interests of any Borrowing Base Entity, other than the following: (i) Liens pursuant to any Loan Document; (ii) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; and (iii) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h).

Liens. The Borrower Subject to the provisions of Article XII relating to permitted contests, Tenant will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property or any portion thereof or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (i) this Lease; (ii) the matters that existed as of the Commencement Date with respect to the Leased Property (CPLV) or any portion thereof and the matters that existed as of the HLV Lease Commencement Date with respect to the Leased Property (HLV) or any portion thereof (it being understood that nothing in this clause (ii) shall be deemed to vitiate or supersede Tenant’s obligations under Sections 4.2, 7.2(g), 9.1 and 10.3(e) with respect to the Property Documents to the extent provided therein); (iii) restrictions, liens and other encumbrances which are consented to in writing by Landlord (such consent not to be unreasonably withheld, conditioned or delayed); (iv) liens for Impositions which Tenant is not required to pay hereunder (if any); (v) Subleases permitted by Article XXII and any other lien or encumbrance expressly permitted under the provisions of this Lease; (vi) liens for Impositions not yet delinquent or being contested in accordance with Article XII, provided that Tenant has provided appropriate reserves to the extent required under GAAP and any foreclosure or similar remedies with respect to such Impositions have not been instituted and no notice as to the institution or commencement thereof has been issued except to the extent such institution or commencement is stayed no later than twenty (20) days after such notice is issued; (vii) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either disputed or not yet due, provided that (1) the payment of such sums shall not be postponed under any related contract for more than sixty (60) days after the completion of the action giving rise to such lien unless being contested in accordance with Article XII and such reserve or other appropriate provisions as shall be required by law or GAAP shall have been made therefor and no foreclosure or similar remedies with respect to such liens has been instituted and no notice as to the institution or commencement thereof have been issued except to the extent such institution or commencement is stayed no later than twenty (20) days after such notice is issued; (2) any such liens are in the process of being contested as permitted by Article XII; or (3) in the event any foreclosure action is commenced under any such lien, Tenant shall immediately remove, discharge or bond over such lien; (viii) any liens created by Landlord; (ix) liens related to equipment leases or equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Leased Property or any portion thereof, provided that the payment of any sums due under such equipment leases or equipment financing shall either (1) be paid as and when due in accordance with the terms thereof, or (2) be in the process of being contested as permitted by Article XII (and provided that a lienholder’s removal of any such Tenant’s Property from the Leased Property shall be subject to all applicable provisions of this Lease, and, without limitation, Tenant or such lienholder shall restore the Leased Property from any damage effected by such removal); (x) (1) liens granted as security for the obligations of Tenant and its Affiliates under a Permitted Leasehold Mortgage (and the documents relating thereto) or (2) liens granted as security for the obligations of Subtenant under a financing arrangement that would be a Permitted Leasehold Mortgage (disregarding for this purpose, however, the requirement that the liens created by a Permitted Leasehold Mortgage encumber the entirety of Tenant’s Leasehold Estate, so long as the applicable subleasehold mortgage covers all of the applicable Subtenant’s subleasehold estate (other than items that are not capable of being mortgaged and that, in the aggregate, are de minimis)) if entered into by Tenant (and the documents relating thereto); provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to exist encumber the Leasehold Estate (or a Subtenant to encumber its subleasehold interest) in the Leased Property or any Lien portion thereof (other than, in the case of Tenant, to a Permitted Leasehold Mortgagee, or in the case of Subtenant, to a lender or other provider of financing under a financing arrangement that would be a Permitted Leasehold Mortgage (disregarding for this purpose, however, the requirement that the liens created by a Permitted Leasehold Mortgage encumber the entirety of Tenant’s Leasehold Estate, so long as the applicable subleasehold mortgage covers all of the applicable Subtenant’s subleasehold estate (other than items that are not capable of being mortgaged and that, in the aggregate, are de minimis)) if entered into by Tenant (provided that no such lien granted by a Subtenant to a lender or other provider of financing shall encumber Landlord’s fee interest in the Leased Property, including by operation of law or otherwise), or otherwise to the extent expressly permitted hereunder), without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion; and provided further that upon request Tenant shall be required to provide Landlord with fully executed copies of any and all Permitted Leasehold Mortgages; and (xi) except as otherwise expressly provided in this Lease, easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to the Leased Property or any Indebtedness of any Member which is an asset portion thereof, in each case whether now or hereafter in existence, not individually or in the aggregate materially interfering with the conduct of the Borrowerbusiness on the Leased Property for the Primary Intended Use, now existing or hereafter createdtaken as a whole. For the avoidance of doubt, or the Parties acknowledge and agree that Tenant has not granted any collateral securing any such Indebtednessliens in favor of Landlord as security for its obligations hereunder except as otherwise expressly provided under this Lease, and nothing contained herein shall be deemed or construed to prohibit the Borrower will not permit any Subsidiary to create or permit to exist any Lien issuance of a lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture Equity Interests in Tenant (it being understood agreed that any foreclosure by a lien holder on such interests in Tenant shall be subject to the Borrower can restrictions on transfers of interests in Tenant and Change of Control set forth in Article XXII) or to prohibit Tenant from pledging (A) its Accounts and other Tenant’s Property as collateral (1) in connection with financings of equipment and other purchase money indebtedness or (2) to secure Permitted Leasehold Mortgages, or (B) its Accounts and other property of Tenant (other than Tenant’s Property); provided that, Tenant shall in no event pledge to any Person that is not pledge granted a Permitted Leasehold Mortgage hereunder any of Tenant’s Property to the extent that such assets to an extent greater than 150% of Tenant’s Property cannot be removed from the aggregate principal amount of such IndebtednessLeased Property without (I) and which Liens secure amounts not exceeding $500,000,000 in damaging or impairing the aggregate at any one time outstanding, Leased Property (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to which a stay of execution shall have been issued, and adequate reserves shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2de minimis manner), (4)II) impairing in any material respect the operation of any Facility for its Primary Intended Use, (5), (6), (8), (9), (10) or (12III) impairing in any material respect Landlord’s or any Successor Tenant’s ability to acquire the Gaming Assets at the expiration or termination of the Internal Revenue Code or Term in accordance with Section 103(b)(4)(D), 36.1 (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary after giving effect to the Borrowerrepayment of any indebtedness encumbering the Gaming Assets and release of any liens thereon as required by such Section 36.1).

Liens. The Borrower It will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of Property now owned by it, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any Property of Borrower or with respect to any of such Subsidiary's assets, except Liens its Subsidiaries existing on the date hereof and set forth in Schedule 7.13B; provided that (i) granted by the no such Lien shall extend to any other Property of Borrower to the trustee pursuant to either Indenture, or any of its Subsidiaries and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(g); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral described in Section 9.01(g); (d) Liens imposed by law which were incurred in the borrowings under either Indenture Ordinary Course of Business, including (it being understood that but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ liens, liens relating to leasehold improvements and other similar liens arising in the Borrower can not pledge such assets to an extent greater than 150% Ordinary Course of the aggregate principal amount of such Indebtedness) Business and which Liens secure amounts (i) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryii) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required substantially in accordance with GAAP; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (h) with respect to any real Property, (vi) created such defects or encroachments as might be revealed by an up-to-date survey of such real Property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such Property by the Borrower original owner of such real Property pursuant to secure Guarantees applicable Laws; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws, which, in the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof aggregate for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2i), (4ii) and (iii), (5)are not material, (6), (8), (9), (10) or (12) and which do not in any case materially detract from the value of the Internal Revenue Code Property subject thereto or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) interfere with the Ordinary Course of Business of any of the Internal Revenue Code of 1954, as amended, Obligors; and (viiv) leases or subleases granted in the Ordinary Course of Business; (i) bankers liens, rights of setoff and similar Liens incurred on deposits made in the Ordinary Course of Business; (j) Liens consisting of deposits of cash or treasury securities collateralizing and/or securing the obligations of Borrower under letters of credit issued for the account of Borrower in connection with a real Property lease; provided, that any such deposit shall not exceed 110% of the face amount of the applicable letter of credit; provided, further, that the aggregate face amount of such letters of credit shall not exceed $250,000 at any time; (k) non-exclusive licenses or sublicenses, leases or subleases of property (other than real Property or Intellectual Property) granted in the Ordinary Course of Business or as approved by Borrower’s board of directors, if the leases, subleases, licenses and sublicenses do not prohibit an Obligor from granting Control Agent or any Subsidiary Lender a security interest in such property; (l) Liens in connection with transfers permitted under Section 9.09; (m) Liens the creation of which did not involve Borrower’s or its Subsidiaries’ consensual participation or involvement encumbering assets not to exceed $50,000 in the aggregate in any fiscal year; (n) cash collateral accounts serving as collateral in connection with Indebtedness permitted under Section 9.01(i); (o) any judgment lien or lien arising from decrees or attachments not constituting an Event of Default; and (p) Permitted Licenses (including those granted in connection with Collaboration Agreements or Permitted Commercialization Agreements) solely to the Borrowerextent that such Permitted License would constitute a Lien; provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b) through (o) shall apply to any Material Intellectual Property.

Liens. The Borrower It will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of Property now owned by it, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on or with respect to any Property of such Subsidiary's assets, except Liens any Obligor existing on the date hereof and set forth in Schedule 7.13B; provided that (i) granted by the Borrower no such Lien shall extend to the trustee pursuant to either Indenture, any other Property of such Obligor and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(g); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral described in Section 9.01(g); (d) Liens imposed by Law which were incurred in the borrowings under either Indenture Ordinary Course of Business, including (it being understood that but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ liens, liens relating to leasehold improvements and other similar liens arising in the Borrower can not pledge such assets to an extent greater than 150% Ordinary Course of the aggregate principal amount of such Indebtedness) Business and which Liens secure amounts (i) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryii) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required substantially in accordance with GAAP; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (h) bankers’ liens, (v) created by rights of setoff and similar Liens incurred in the Borrower Ordinary Course of Business and arising in connection with the Obligors’ deposit accounts or securities accounts held at financial institutions solely to secure Guarantees by payment of fees and similar costs and expenses of such financial institutions with respect to such accounts; (i) Liens in connection with transfers permitted under Section 9.09; (j) any judgment lien or lien arising from decrees or attachments not constituting an Event of Default; (k) leases or subleases of real property granted in the Borrower Ordinary Course of IndebtednessBusiness, and leases, subleases, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the interest Ordinary Course of Business; (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods, not securing an amount in the aggregate in excess of $100,000 at any given time; (m) Liens on which is excludable from the gross income a deposit account of the recipient thereof for Federal income tax purposes as provided Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 103(a9.01(k); and (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; provided that no Lien otherwise permitted under any of the Internal Revenue Code or Section 103(aforegoing Sections 9.02 (excluding Sections 9.02(a) of the Internal Revenue Code of 1954, as amended, (xand 9.02(n)) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred shall apply to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the BorrowerMaterial Intellectual Property.

Liens. The Borrower will not create No Company shall create, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property or with respect to any Indebtedness of any Member which is an asset of the Borrowerassets, whether now existing owned or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will acquired; provided that this Section 5.09 shall not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower apply to the trustee pursuant to either Indenture, following: (iia) on any such Indebtedness granted by the Borrower to secure any borrowing Liens for the purpose of making loans to Member power supply systems Taxes not yet due and payable (or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstandingcase of property taxes and assessments, not more than ninety (iii90) of current taxes not delinquent days overdue) or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which that are being actively contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been establishedestablished in accordance with GAAP; (b) carrier’s, warehousemen’s, mechanic’s, materialmen’s, repairmen’s or other similar Liens, and vendor’s Liens imposed by statute or common law arising in the ordinary course of business or the ownership of such Company’s property and assets that (vi) created by do not secure the Borrower to secure Guarantees by the Borrower repayment of Indebtedness, and (ii) do not in the interest on which is excludable aggregate materially detract from the gross income value of the recipient thereof property subject thereto or materially impair the use of such property for Federal income tax purposes as its intended purposes; (c) Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to a Credit Party; (d) purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.08(b) hereof, provided in Section 103(athat such Lien is limited to the purchase price and only attaches to the property being acquired; (e) any Lien of the Internal Revenue Code or Section 103(a) Administrative Agent, for the benefit of the Internal Revenue Code Lenders; (f) the Liens existing on the Effective Date as set forth in Schedule 5.09 hereto and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of 1954Indebtedness secured thereby shall not be increased; (g) any Liens securing the Indebtedness incurred pursuant to Section 5.08(g) hereof and any refinancing thereof; (h) easements, rights-of-way, zoning or other use restrictions and other similar encumbrances incurred in the ordinary course of business, or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company; (i) pledges or deposits under workers’ compensation, unemployment insurance and other social security legislation; (j) Liens consisting of bankers’ liens and rights of setoff, in each case, arising by operation of law, and Liens on documents (and the goods covered thereby) delivered under trade letters of credit; (k) licenses of intellectual property granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Companies; (l) any Lien on property owned by a Company as amendeda result of an Acquisition permitted pursuant to Section 5.13 hereof, so long as such Lien is (xi) either (A) permitted under another subpart of a Member which is a state or political subdivision thereof this Section 5.09, or (yB) is released within ninety (90) days of a state or political subdivision thereof incurred to benefit a Member for one such Acquisition (unless Borrower shall have obtained the prior written consent of the purposes provided in Section 142(a)(2Administrative Agent and the Required Lenders), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (viii) granted by any Subsidiary such Lien was not created at the time of or in contemplation of such Acquisition; or (m) other Liens, in addition to the BorrowerLiens listed above, securing amounts, in the aggregate for all Companies, not to exceed Ten Million Dollars ($10,000,000). No Company shall enter into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets) that would prohibit the Administrative Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of such Company; provided, however, that, notwithstanding the foregoing provisions of this sentence, a Company may enter into a contract or agreement so prohibiting the Administrative Agent or the Lenders to the extent such prohibition (i) is required by a contract or agreement with a Governmental Authority, (ii) requires a consent not obtained of any Governmental Authority, or (iii) constitutes a breach or default under, or results in the termination of, or requires any consent not obtained under, any such contract or agreement except to the extent the term in such contract or agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law.

Liens. The Borrower will not create No Company shall create, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property or with respect to any Indebtedness of any Member which is an asset of the Borrowerassets, whether now existing owned or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will acquired; provided that this Section 5.9 shall not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower apply to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing following: a. Liens for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent yet due or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which that are being actively contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been establishedestablished in accordance with GAAP; b. other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (i) were not incurred in connection with the incurring of Indebtedness or the obtaining of advances or credit, and (vii) created by do not in the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable aggregate materially detract from the gross income value of its property or assets or materially impair the use thereof in the operation of its business; c. any Lien granted to the Administrative Agent, for the benefit of the recipient thereof Lenders (and Affiliates thereof); d. the Liens existing on the Closing Date as set forth in Schedule 5.9 hereto and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby, and the amount and description of property subject to such Liens, shall not be increased; e. purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.8(b) hereof, provided that such Lien is limited to the purchase price and only attaches to the property being acquired; f. easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company; or g. other Liens, in addition to the Liens listed above securing amounts, in the aggregate for Federal income tax purposes as provided in Section 103(a) all Companies, not to exceed the greater of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or Thirty Million Dollars ($30,000,000) and (y) Twenty Percent (20%) of Consolidated EBITDA for the most recently ended four-fiscal quarter period for which financial statements have been delivered under this Agreement; provided, that, any such Liens incurred in connection with the incurrence of Indebtedness on a state pari passu or political subdivision thereof incurred junior basis to benefit the Obligations shall be subject to a Member for one customary intercreditor agreement or arrangement, each pursuant to terms reasonably satisfactory to the Administrative Agent. No Company shall enter into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets) that would prohibit the Administrative Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) property or (12) assets of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowersuch Company.

Liens. The Parent and Borrower will not, and will not create permit any of their Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any Indebtedness Collateral, whether now owned or hereafter acquired, or sell any such Collateral subject to an understanding or agreement, contingent or otherwise, to repurchase such Collateral (including sales of accounts receivable with recourse to the Parent or any of its Subsidiaries), or assign any right to receive income or permit the filing of any Member which is an asset financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 9.01 shall not prevent the creation, incurrence, assumption or existence of the Borrower, now existing following (Liens described below are herein referred to as “Permitted Liens”): (a) inchoate Liens for Taxes not yet due and payable or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes Taxes being contested in good faithfaith and by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) Liens imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (ivx) other than which do not in favor the aggregate materially detract from the value of the PBGC, created by Collateral and do not materially impair the use thereof in the operation of the business of the Parent or resulting from any legal proceedings such Subsidiary or (including legal proceedings instituted by the Borrower or any Subsidiaryy) which are being contested in good faith by appropriate proceedings, including appeals which proceedings (or orders entered in connection with such proceedings) have the effect of judgments as preventing the forfeiture or sale of the Collateral subject to any such Lien; (c) Liens in existence on the date of this Agreement which are listed, and the property subject thereto described, in Schedule IV, without giving effect to any renewals or extensions of such Liens, provided that the aggregate principal amount of the Indebtedness, if any, secured by such Liens does not increase from that amount outstanding on the Closing Date, less any repayments of principal thereof; (d) Permitted Encumbrances; (e) Liens created pursuant to the Security Documents; (f) Liens arising out of judgments, awards, decrees or attachments with respect to which a stay the Parent or any of execution its Subsidiaries shall have been issuedin good faith be prosecuting an appeal or proceedings for review, provided that the aggregate amount of all such judgments, awards, decrees or attachments shall not constitute an Event of Default under Section 10.09; (g) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and adequate reserves other types of social security, Liens to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations in each case incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money) and Liens arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that the aggregate value of all cash and property at any time encumbered pursuant to this clause (vii) shall have been establishednot exceed $5,000,000; (h) Liens in respect of seamen’s wages which are not past due and other maritime Liens for amounts not past due arising in the ordinary course of business and not yet required to be removed or discharged under the terms of the respective Vessel Mortgages; (i) Liens securing the Senior Credit Facilities subject to the Intercreditor Agreement; and (j) Liens securing Interest Rate Protection Agreements or Other Hedging Agreement, (v) created in each case, entered into in the ordinary course of business and consistent with past practices. In connection with the granting of Liens described above in this Section 9.01 by the Borrower to secure Guarantees by the Borrower Parent or any of Indebtednessits Subsidiaries, the interest on which is excludable from Administrative Agent and the gross income Collateral Agent shall be authorized to take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien subordination agreements in favor of the recipient thereof for Federal income tax purposes as provided holder or holders of such Liens, in Section 103(a) respect of the Internal Revenue Code item or Section 103(a) items of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state equipment or political subdivision thereof or (y) of a state or political subdivision thereof incurred other assets subject to benefit a Member for one of the purposes provided in Section 142(a)(2such Liens), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrower.

Liens. The Borrower will not, and will not create permit any Subsidiary to create, incur, assume or permit to exist any Lien on any of its Properties (now owned or with respect hereafter acquired), except the following (collectively, the “Permitted Liens”): (a) Liens pursuant to the Security Instruments securing the payment of any Indebtedness of any Member which is an asset of the Borrowerto Lender; (b) Liens for taxes, now existing or hereafter createdassessments, or any collateral securing any other governmental charges not yet due or which are being contested by appropriate action promptly initiated and diligently conducted, if such Indebtednessreserve as shall be required by GAAP shall have been made therefor; (c) Liens of landlords, vendors, carriers, warehousemen, mechanics, laborers and materialmen arising by law in the ordinary course of business for sums not yet due or, subject to the written approval of ▇▇▇▇▇▇, being contested by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor; (d) Liens existing on Property owned by Borrower will not permit or any Subsidiary on the Closing Date which have been disclosed to create and permitted by ▇▇▇▇▇▇ in writing and listed on Schedule 5.02 attached hereto, but not any renewals and extensions thereof; (e) pledges or permit deposits made in the ordinary course of business in connection with workmen’s compensation, unemployment insurance, social security and other like laws; (f) inchoate Liens arising under ERISA to exist secure the contingent liability of Borrower or any Lien on or with respect Subsidiary permitted by Section 4.10 hereof; (g) Liens securing Debt incurred to any finance the acquisition of such Subsidiary's assets, except Liens capital assets permitted by clause (c) of Section 5.01; provided that (i) granted by such Liens and the Borrower Debt secured thereby are incurred prior to the trustee pursuant to either Indentureor within 90 days after such acquisition, and (ii) on such Liens shall not apply to any such Indebtedness granted by the Borrower other property or assets of any Loan Party or any Subsidiary; and (h) other Liens securing Debt not to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding exceed $500,000,000 500,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to which a stay of execution shall have been issued, and adequate reserves shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrower.

Liens. The Borrower It will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of Property now owned by it, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on or with respect to any Property of such Subsidiary's assets, except Liens any Obligor existing on the date hereof and set forth in Schedule 7.13B; provided that (i) granted by the Borrower no such Lien shall extend to the trustee pursuant to either Indenture, any other Property of such Obligor and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(g); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral described in Section 9.01(g); (d) Liens imposed by Law which were incurred in the borrowings under either Indenture Ordinary Course of Business, including (it being understood that but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ liens, liens relating to leasehold improvements and other similar liens arising in the Borrower can not pledge such assets to an extent greater than 150% Ordinary Course of the aggregate principal amount of such Indebtedness) Business and which Liens secure amounts (i) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryii) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required substantially in accordance with GAAP; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (h) banker’s liens, (v) created by rights of setoff and similar Liens incurred in the Borrower Ordinary Course of Business and arising in connection with the Obligors’ deposit accounts or securities accounts held at financial institutions solely to secure Guarantees by payment of fees and similar costs and expenses of such financial institutions with respect to such accounts; (i) Liens in connection with transfers permitted under Section 9.09; (j) any judgment lien or lien arising from decrees or attachments not constituting an Event of Default; (k) leases or subleases of real property granted in the Borrower Ordinary Course of IndebtednessBusiness, and leases, subleases, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the interest Ordinary Course of Business; (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods, not securing an amount in the aggregate in excess of $750,000 at any given time; (m) Liens on which is excludable from the gross income a deposit account of the recipient thereof for Federal income tax purposes as provided Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 103(a9.01(k); and (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; provided that no Lien otherwise permitted under any of the Internal Revenue Code or foregoing Section 103(a9.02 (excluding Section 9.02(a)) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred shall apply to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the BorrowerMaterial Intellectual Property.

Liens. The Borrower Constituent Companies will not create or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtednessnot, and the Borrower will not permit any Subsidiary to create to, directly or permit indirectly create, incur, assume or suffer to exist any Lien on or with respect to upon any of such Subsidiary's assetsUnencumbered Property, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors other than the borrowings under either Indenture following: (it being understood that the Borrower can a) Liens for taxes, assessments and governmental charges and levies not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not yet delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, including appeals if adequate reserves with respect thereto are maintained on the books of judgments the applicable Person in accordance with GAAP; (1) carriers’, warehousemen’s or other like Liens arising in the ordinary course of business which are (i) not overdue for a period of more than 30 days, (ii) do not materially and adversely affect the operation of such Unencumbered Property, or (iii) being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP and (2) mechanics’ and materialmen’s Liens arising in the ordinary course of business in an aggregate amount (as to all such Liens) not exceeding $1,000,000, which (i) are not then being enforced in a stay pending civil action to foreclose unless any such Lien has been removed from the applicable Unencumbered Property by the filing of execution shall have been issuedan appropriate bond in accordance with the California Civil Code, (ii) do not materially and adversely affect the operation of such Unencumbered Property, or (iii) are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (c) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (d) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (e) easements, rights-of-way, restrictions, restrictive covenants, encroachments, protrusions, and adequate reserves shall have been establishedother similar encumbrances affecting any Unencumbered Property which, (v) created by in the Borrower to secure Guarantees by the Borrower of Indebtednessaggregate, the interest on are not substantial in amount, and which is excludable do not in any case materially detract from the gross income value of such Unencumbered Property subject thereto or materially interfere with the ordinary conduct of the recipient thereof for Federal income tax purposes as provided in Section 103(a) business of the Internal Revenue Code or applicable Person; (f) tenant leases and other interests of lessees and lessors under leases of real property made in the ordinary course of business; and (g) Liens securing judgments and attachments not constituting an Event of Default under Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(211(i), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrower.

Liens. The Borrower Such Obligor will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property now owned by it, or with assign or sell any income or revenues (including accounts receivable) or rights in respect to any Indebtedness of any Member which is an asset of thereof, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to any asset of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiaryof its Subsidiaries existing on the date hereof and set forth in Schedule 7.13(b); provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under clauses (f) and (h) of Section 9.01; provided that such Liens are restricted solely to the collateral described in such clause (f) or (h), as applicable; (d) Liens imposed by Law which were incurred in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any Law and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (h) with respect to any real property, (vi) created such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to Laws; and (iii) rights of expropriation, access or use or any similar right conferred or reserved by or in any Law, which, in the aggregate for (i), (ii) and (iii), are not material, and which 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 Obligors; (i) bankers’ liens, rights of setoff and similar Liens incurred on deposits made in Deposit Accounts in the ordinary course of business; (j) Liens consisting of judgment or judicial attachment Liens (other than for the payment of Taxes) in respect of judgments, the existence of which do not constitute an Event of Default under Section 11.01(i); (k) licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted by the Borrower or its Subsidiaries to secure Guarantees third parties in the ordinary course of business and not prohibited by the Borrower terms hereof or any other Loan Document, including, without limitation, Section 9.13(b); (l) Liens securing Indebtedness permitted under Section 9.01(i); provided that no Lien otherwise permitted under any of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, clauses (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2c), (4g), (5), (6), (8), (9), (10h) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vii) granted by above shall apply to any Subsidiary to the BorrowerMaterial Intellectual Property.

Liens. The Borrower (a) Subject to the provisions of Article XII relating to permitted contests, Tenant will not directly or indirectly create and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim (“Lien”) upon the Leased Property or any Capital Improvement thereto or upon the Gaming Licenses (including indirectly through a pledge of shares in the direct or indirect entity owning an interest in the Gaming Licenses except as permitted by Article XVII) or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (1) this Master Lease; (2) the matters that existed as of the Commencement Date (and any renewals of such existing matters that do not materially increase the scope of or amount secured by such Lien); (3) restrictions, liens and other encumbrances which are consented to in writing by Landlord (such consent not to be unreasonably withheld); (4) liens for Impositions which Tenant is not required to pay hereunder (if any); (5) subleases permitted by Article XXII; (6) liens for Impositions not yet delinquent or being contested in accordance with Article XII, provided, that no foreclosure or similar remedies with respect to such Impositions have been instituted and no notice as to the institution or commencement thereof has been issued except to the extent such institution or commencement is stayed no later than twenty (20) days after such notice is issued; (7) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either disputed or not yet due; provided, any such liens are in the process of being contested as permitted by Article XII; (8) any liens created by Landlord; (9) liens related to equipment leases or equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Leased Property;(10) liens granted as security for the obligations of Tenant under a Debt Agreement or completion guarantee; provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to exist encumber its leasehold interest (or a subtenant to encumber its subleasehold interest) in the Leased Property or its direct or indirect interest (or the interest of any Lien of its Subsidiaries or subtenants) in the Gaming Licenses (other than, in each case, to a Permitted Leasehold Mortgagee), without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion; (11) easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Indebtedness of any Member which is an asset Leased Property, in each case whether now or hereafter in existence, not individually or in the aggregate materially interfering with the conduct of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and business on the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or Leased Property with respect to any Facility, taken as a whole; (12) any Permitted Encumbrance not made in violation of this Lease; (13) licenses of patents, trademarks and other intellectual property rights granted by Tenant or any of its Subsidiaries in the ordinary course of business (14) other Liens securing Indebtedness outstanding in an aggregate principal amount of no more than Twenty-Five Million Dollars ($25,000,000) and (15) any matters which would not survive the Term or which may be terminated by Landlord (without cost to Landlord unless otherwise reimbursed by ▇▇▇▇▇▇) upon termination of this Master Lease either pursuant to their terms or by operation of law. For the avoidance of doubt, the parties acknowledge and agree that ▇▇▇▇▇▇ has not granted any liens in favor of Landlord as security for its obligations hereunder and nothing contained herein shall be deemed or construed to prohibit the issuance of a lien on the Equity Interests in Tenant (it being agreed that any foreclosure by a lien holder on such Subsidiary's assetsinterests in Tenant shall be subject to the restriction on Tenant Change of Control set forth in Article XXII) or to prohibit Tenant from pledging its Accounts and other Tenant’s Property and other property of Tenant (other than Tenant’s leasehold estate in the Leased Property to a Permitted Leasehold Mortgagee in accordance herewith), including fixtures and personal property installed by Tenant at the Facilities, as collateral in connection with financings from equipment lenders (or to Permitted Leasehold Mortgagees); provided, that Tenant shall in no event pledge to any Person that is not a Permitted Leasehold Mortgagee hereunder any of the Gaming Licenses or other of Tenant’s Property to the extent that such Tenant’s Property cannot be removed from the Leased Property without damaging or impairing the Leased Property (other than in a de minimis manner). For the further avoidance of doubt, by way of example, Tenant shall not grant to any lender (other than a Permitted Leasehold Mortgagee) a lien on, and any and all lien holders (including a Permitted Leasehold Mortgagee) shall not have the right to remove, carpeting, internal wiring, elevators, or escalators at the Leased Property, but lien holders may have the right to remove (and Tenant shall have the right to ▇▇▇▇▇ ▇ ▇▇▇▇ on) Gaming Equipment even if the removal thereof from the Leased Property could result in de minimis damage; provided, any such damage is repaired by the lien holder or Tenant in accordance with the terms of this Master Lease. (b) Landlord and ▇▇▇▇▇▇ intend that this Master Lease be an indivisible true lease that affords the parties hereto the rights and remedies of landlord and tenant hereunder and does not represent a financing arrangement. This Master Lease is not an attempt by Landlord or Tenant to evade the operation of any aspect of the law applicable to any of the Leased Property. Except as otherwise required by applicable law or any accounting rules or regulations, Landlord and Tenant hereby acknowledge and agree that this Master Lease is intended to constitute a “true lease” for all other purposes, including federal, state and local tax purposes, commercial purposes, and bankruptcy purposes and that Landlord shall be entitled to all the benefits of ownership of the Leased Property, including depreciation with respect to the Leased Property (but not with respect to any Tenant Capital Improvements, except Liens (ias provided in the next sentence) granted by for all federal, state and local tax purposes. Without prejudice to Sections 10.1(b)(iii) or 10.4, Tenant shall be entitled to all benefits of ownership of any Tenant Capital Improvements during the Borrower Term, including depreciation for all federal, state and local tax purposes, except to the trustee pursuant to either Indenture, (ii) on extent of any such Indebtedness granted Tenant Capital Improvements that are actually paid for by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture Landlord (it being understood that Landlord has no right or obligation to pay for any Tenant Capital Improvements). For the Borrower can not pledge such assets avoidance of doubt, the parties hereto acknowledge and agree that for all federal, state and local income tax purposes, the Park MGM Tenant Capital Improvements shall deemed to an extent greater than 150% be the property of the aggregate principal amount Landlord and Landlord shall be entitled to all benefits of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor ownership of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedingsPark MGM Tenant Capital Improvements, including appeals depreciation. (c) At any time and from time to time upon the request of judgments as to which a stay of execution shall have been issuedLandlord or Tenant, and adequate reserves shall have been established, (v) created by at the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income expense of the recipient thereof for Federal income tax purposes requesting party, Tenant or Landlord, as provided applicable, shall promptly execute, acknowledge and deliver such further documents and do such other acts as the requesting party may reasonably request in Section 103(a) order to effect fully this Master Lease or to more fully perfect or renew the rights of the Internal Revenue Code requesting party with respect to the Leased Property. Upon the exercise by Landlord or Section 103(a) Tenant of the Internal Revenue Code any power, right, privilege or remedy pursuant to this Master Lease which requires any consent, approval, recording, qualification or authorization of 1954any governmental authority, Tenant or Landlord, as amendedapplicable, (x) of a Member which is a state will execute and deliver, or political subdivision thereof will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the exercising party may be required to obtain from such other party for such consent, approval, recording, qualification or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowerauthorization.

Liens. The Borrower will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien upon any of its property (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations; (b) [Reserved]; (c) Liens existing as of the Effective Date and disclosed in Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness described in clause (c) of Section 7.2.2, and refinancings of such Indebtedness; provided that, no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien is not increased from that existing on or with respect the Effective Date (as such Indebtedness may have been permanently reduced subsequent to any the Effective Date); (d) Liens securing Indebtedness of any Member which is an asset the type permitted under clause (e) of the BorrowerSection 7.2.2; provided that, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) such Lien is granted by the Borrower to the trustee pursuant to either Indenturewithin 60 days after such Indebtedness is incurred, (ii) on any such the Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) secured thereby does not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150exceed 80% of the aggregate principal amount lesser of the cost or the fair market value of the applicable property, improvements or equipment at the time of such Indebtednessacquisition (or construction) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) such Lien secures only the assets that are the subject of current taxes the Indebtedness referred to in such clause; (e) Liens securing Indebtedness permitted by clause (i) of Section 7.2.2; provided that, such Liens existed prior to such Person becoming a Subsidiary, were not delinquent or a security for taxes being contested created in good faith, anticipation thereof and attach only to specific tangible assets of such Person (ivand not assets of such Person generally); (f) other than Liens in favor of carriers, warehousemen, mechanics, contractors, laborers, suppliers, operators, non-operators, materialmen and landlords granted in the PBGC, created by ordinary course of business for amounts not overdue or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being diligently contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution adequate reserves in accordance with GAAP shall have been issuedset aside on its books; (g) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds; (h) judgment Liens in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default under Section 8.1.6; (i) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached; (j) Liens for Taxes not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been establishedset aside on its books; (k) [Reserved]; (l) any zoning or similar law or right reserved or vested in any governmental office or agency to control or regulate the use of, or any reservation in the grant from the crown in respect of, any real property; (vm) created Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (n) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of the Borrower or any of its Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair the use of such Property for the purposes of which such Property is held by the Borrower to secure Guarantees or any of its Subsidiaries or materially impair the value of such Property subject thereto; (o) royalties, overriding royalties, reversionary interests, production payments and similar burdens granted by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred with respect to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, its Oil and (vi) granted by any Subsidiary Gas Properties to the extent such burdens do not reduce the Borrower’s net interests in production in its Oil and Gas Properties below the interests reflected in each Reserve Report or the interests warranted under this Agreement or the Mortgage and do not operate to deprive the Borrower of any material rights in respect of its assets or properties (except for rights customarily granted with respect to such interests); (p) Liens on any leased real property granted to landlords under any leases; (q) Liens permitted under the Loan Documents to the extent permitted thereby; and (r) Liens on Letters of Credit issued hereunder pledged to secure obligations under Hedging Agreements permitted by Section 7.2.20.

Liens. The Borrower will not create Directly or permit indirectly create, incur, assume or suffer to exist any Lien on upon any of its property, assets or with respect revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and any renewals or extensions thereof; provided, that, any such Lien securing Indebtedness having an aggregate principal amount outstanding on the Closing Date in excess of $5,000,000 shall be described on Schedule 7.01; provided, further, that, any renewal or extension of any Member which is an asset of Lien existing on the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and Closing Date shall only be permitted pursuant to this Section 7.01(b) to the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens extent that (i) granted by the Borrower to the trustee pursuant to either Indentureproperty covered thereby is not changed, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems amount secured or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (benefited thereby is not increased except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstandingcontemplated by Section 7.02(b), (iii) of current taxes the direct or any contingent obligor with respect thereto is not delinquent or a security for taxes being contested in good faithchanged, and (iv) other than in favor any renewal or extension of the PBGCobligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for taxes, created by assessments, governmental charges or resulting from any legal proceedings (including legal proceedings instituted by the Borrower levies not yet due or any Subsidiary) which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, including appeals if adequate reserves with respect thereto are maintained on the books of judgments as the applicable Person in accordance with GAAP; (d) Landlord liens and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to which secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a stay like nature incurred in the ordinary course of execution shall have been issuedbusiness; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and adequate reserves shall have been establishedwhich 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 the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted to be incurred by the Borrower’s Subsidiaries under Section 7.02(e) (and Indebtedness of the same type incurred by the Borrower); provided, that, (vi) created such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or its Subsidiaries; (k) Liens deemed to exist in connection with Investments in repurchase agreements; (l) normal and customary banker’s Liens and rights of setoff arising in the ordinary course of business with respect to cash and cash equivalents in favor of banks or other depository institutions; (m) Liens of a collection bank arising under Section 4.210 of the Uniform Commercial Code on items in the course of collection; (n) Liens, if any, in favor of the Administrative Agent in Cash Collateral delivered pursuant to Section 2.14(a); (o) Liens on specific assets acquired by the Borrower or any of its Subsidiaries after the Closing Date securing Indebtedness of the type described in Section 7.02(e); provided, that, such Liens existed on the property at the time of its acquisition or existed on the property of any Person at the time such Person became a Subsidiary, such Lien does not extend to or cover any other assets (other than proceeds or products thereof or accessions or additions thereto) and such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary; (p) Liens securing other Indebtedness and other obligations; provided, that, the aggregate outstanding principal amount of such Indebtedness and other obligations secured by such Liens, when taken together (without duplication) with the aggregate outstanding principal amount of Indebtedness incurred in reliance on Section 7.02(j), shall not exceed an amount equal to thirty-five percent (35%) of Consolidated Net Worth; (q) Liens in favor of customs and revenue authorities arising as a matter of law to secure Guarantees payments of customs duties in connection with the importation of goods in the ordinary course of business; (r) normal and customary rights of setoff and similar Liens granted in the ordinary course of business and arising under bona fide interest rate or currency hedging agreements, which are not for speculative purposes; (s) to the extent constituting a Lien, the interests of landlords and lessors under operating leases permitted hereunder, and any precautionary Uniform Commercial Code financing statements filed in connection therewith; (t) Liens arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases or consignment arrangements entered into by the Borrower or any of Indebtednessits Subsidiaries in the ordinary course of business; and (u) (i) deposits made in the ordinary course of business to secure obligations to insurance carriers providing casualty, liability or other insurance to the interest Borrower and its Subsidiaries and (ii) Liens on which is excludable from insurance policies and the gross income proceeds thereof securing the financing of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowerpremiums with respect thereto.

Liens. The Borrower will not create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Lien on upon any of their respective Property, whether now owned or with respect to any Indebtedness of any Member which hereafter acquired (whether or not provision is an asset made for the equal and ratable securing of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and Obligations in accordance with the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any provisions of such Subsidiary's assetsSection 6.04), except Liens for the following: (a) At all times prior to the Covenant Trigger Date: (i) granted Liens for taxes, assessments or other governmental levies or charges that are not yet delinquent, may be paid without penalty or are being actively contested in a Good Faith Contest; (ii) statutory Liens of landlords, and Liens of carriers, warehousemen, mechanics and materialmen, incurred in the ordinary course of business for sums that are not yet delinquent, may be paid without penalty or are subject to a Good Faith Contest; (iii) Liens on Property of a Subsidiary to secure obligations of such Subsidiary to the Borrower; (iv) Liens (other than any Lien imposed by ERISA) incurred, or deposits made, in the ordinary course of business such as workers’ compensation Liens or statutory or legal obligation Liens or deposits to support an insurance program; provided, however, that, such Liens or deposits were not incurred or made in connection with the borrowing of money, or the obtaining of advances or credit; (v) minor survey exceptions or minor encumbrances, easements or reservations, and related Liens and incidental Liens, that are necessary for the conduct of CHAR1\1928876v8 the operations of the Borrower and its Subsidiaries but were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of the Property of the Borrower or its Subsidiaries or materially impair the use thereof in the operation of the businesses of the Borrower and its Subsidiaries; (vi) Liens on contract advances and other related advances for which deposits have been received before services have been rendered; (vii) Liens incurred in connection with Non-Recourse Debt; (viii) cash deposited with issuing banks as collateral for Outside Letters of Credit that are permitted under Section 7.13 so long as the aggregate amount of such cash deposits does not exceed the Consolidated Equity limitation set forth in Section 7.13; (ix) Liens on assets consisting of interests in joint ventures or partnerships held by the Borrower or its Subsidiaries and the underlying assets in such joint ventures or partnerships granted to the trustee pursuant to either Indentureother party in any such joint venture or partnership where the Borrower or such Subsidiary holds an interest in such joint venture or partnership of less than 50% so long as (i) no Default or Event of Default has occurred and is continuing, (ii) the aggregate value of all assets subject to such Liens does not exceed 10% of Consolidated Equity and (iii) the Borrower or such Subsidiary is granted a Lien in the joint venture or partnership interests and underlying assets held by the other party or parties in such joint venture or partnership; (x) Liens existing on property at the time of its acquisition pursuant to a Permitted Acquisition or existing on the property of any Person at the time such Indebtedness Person becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary pursuant to a Permitted Acquisition; provided, that, (i) such Lien was not created in contemplation of such Permitted Acquisition and (ii) the aggregate outstanding principal amount of Debt secured by all such Liens does not exceed $30,000,000 at any time; (xi) Liens in favor of sureties issued for the benefit of the Borrower or any of its Subsidiaries in the ordinary course of their business; (xii) Liens securing Debt not to exceed $50,000,000 permitted under Section 7.02; (xiii) (A) Liens on the capital stock of Foreign Subsidiaries granted to the Administrative Agent, for the benefit of the Lenders, the Hedge Banks and the Cash Management Banks, to secure the Guaranteed Obligations in accordance with the requirements of Section 6.10; and (B) Liens on the capital stock of Foreign Subsidiaries granted to Bank of America, in its capacity as the administrative agent under the Revolving Credit Agreement, for the benefit of the lenders, the hedge banks and the cash management banks referenced in the Revolving Credit Agreement, to secure the Guaranteed Obligations (as defined in the Revolving Credit Agreement) in accordance with the requirements of Section 6.10 of the Revolving Credit Agreement; (xiv) Liens on the capital stock of Foreign Subsidiaries granted to the holders of Permitted Private Placement Debt (or an agent or representative for the benefit of such CHAR1\1928876v8 holders) to secure the repayment of such Permitted Private Placement Debt; provided, that, the Administrative Agent, for the benefit of the Guaranteed Parties, holds a Lien in the same capital stock and the priority of the Lien in such capital stock held by the Administrative Agent is senior to or pari passu with the Lien of such holders and the priority thereof is governed by an Intercreditor Agreement in form and substance satisfactory to the Administrative Agent; (xv) Liens permitted under Section 7.05; and (xvi) (A) Liens pursuant to any Loan Document; and (B) Liens pursuant to any Loan Document (as defined in the Revolving Credit Agreement). (b) On and after the Covenant Trigger Date: (i) Liens for taxes, assessments or other governmental levies or charges that are not yet delinquent, may be paid without penalty or are being actively contested in a Good Faith Contest; (ii) statutory Liens of landlords, and Liens of carriers, warehousemen, mechanics and materialmen, incurred in the ordinary course of business for sums that are not yet delinquent, may be paid without penalty or are subject to a Good Faith Contest; (iii) Liens on Property of a Subsidiary to secure obligations of such Subsidiary to the Borrower; (iv) Liens (other than any Lien imposed by ERISA) incurred, or deposits made, in the ordinary course of business such as workers’ compensation Liens or statutory or legal obligation Liens or deposits to support an insurance program; provided, however, that, such Liens or deposits were not incurred or made in connection with the borrowing of money, or the obtaining of advances or credit; (v) minor survey exceptions or minor encumbrances, easements or reservations, and related Liens and incidental Liens, that are necessary for the conduct of the operations of the Borrower and its Subsidiaries but were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of the Property of the Borrower or its Subsidiaries or materially impair the use thereof in the operation of the businesses of the Borrower and its Subsidiaries; (vi) Liens on contract advances and other related advances for which deposits have been received before services have been rendered; (vii) Liens on assets consisting of interests in joint ventures or partnerships held by the Borrower to secure any borrowing for or its Subsidiaries and the purpose of making loans to Member power supply systems underlying assets in such joint ventures or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous partnerships granted to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that other party in any such joint venture or partnership where the Borrower can or such Subsidiary holds an interest in such joint venture or partnership of less than 50% so long as (i) no Default or Event of Default has occurred and is continuing, (ii) the aggregate value of all assets subject to such Liens does not pledge such assets to an extent greater than 150exceed 10% of the aggregate principal amount of such Indebtedness) Consolidated Equity and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent the Borrower or such Subsidiary is granted a security for taxes being contested Lien in good faith, the joint venture or partnership interests and underlying assets held by the other party or parties in such joint venture or partnership; CHAR1\1928876v8 (ivviii) other than Liens in favor of sureties issued for the PBGCbenefit of the Borrower or any of its Subsidiaries in the ordinary course of their business; (ix) Liens (A) permitted under Section 7.05 and (B) securing Priority Debt permitted under Section 7.02(b)(iii); (x) Liens consisting of deposits to secure the performance of bids, created by trade contracts, government contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or resulting from any legal proceedings litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business (including legal proceedings instituted obligations imposed by the Applicable Laws of foreign jurisdictions and excluding obligations for the payment of borrowed money); (xi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; (xii) Liens consisting of precautionary financing statements filed in connection with operating leases; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business; (xiv) licenses of intellectual property (A) granted by any Loan Party or any of its Subsidiaries in the ordinary course of business and (B) between or among any Loan Party and/or any Subsidiaries thereof; (xv) 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 in the ordinary course of business; (xvi) any interest or title of a lessor, sublessor, licensor or sublicensor by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by the Borrower or any Subsidiary) which are being contested Subsidiary as tenant, subtenant, licensee or sublicense in good faith by appropriate proceedingsthe ordinary course of business, including appeals any assignments of judgments as insurance or condemnation proceeds provided to which a stay landlords (or their mortgagees) pursuant to the terms of execution shall have been issued, any lease and adequate reserves shall have been established, Liens and rights reserved in any lease for rent or for compliance with the terms of such lease; (vxvii) created Liens on (A) any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any Subsidiary in connection with any proposed Acquisition, letter of intent or purchase agreement permitted hereunder and (B) cash relating to secure Guarantees by escrows established for an adjustment in purchase price or liabilities or indemnities for Dispositions, to the Borrower of Indebtedness, extent the interest on which relevant Disposition is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided permitted hereby; (xviii) Liens in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) favor of a Member which is a state trustee or political subdivision thereof agent in an indenture or similar document relating to any Debt to the extent such Liens secure only customary compensation and reimbursement obligations of such trustee or agent; and CHAR1\1928876v8 (yxix) of a state or political subdivision thereof incurred (A) Liens pursuant to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, any Loan Document; and (viB) granted by Liens pursuant to any Subsidiary to Loan Document (as defined in the BorrowerRevolving Credit Agreement).

Liens. The Borrower will not create or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtednessnot, and the Borrower will not permit any Subsidiary to create of the Restricted Subsidiaries to, directly or permit indirectly, create, incur, assume or suffer to exist any Lien on upon or with respect to any property or assets (real or personal, tangible or intangible, including Intellectual Property, and including Equity Interests or other securities of such any Person, including any Restricted Subsidiary's assets) of the Borrower or any Restricted Subsidiary, except whether now owned or hereafter acquired, or on any income or revenues or rights in respect of any thereof; provided that the provisions of this Section 6.01 shall not prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”): (i) granted by the Borrower to the trustee pursuant to either IndentureLiens for taxes, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems assessments or loans to Members for bulk power supply projects governmental charges or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes levies not delinquent for a period of more than 30 days or a security Liens for taxes taxes, assessments or governmental charges or levies being contested in good faith, faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (ivii) other than Liens in favor respect of the PBGC, created by property or resulting from any legal proceedings (including legal proceedings instituted by assets of the Borrower or any Restricted Subsidiary imposed by law and which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and in each case (x) which are for amounts that are not past-due and do not in the aggregate materially detract from the value of the Borrower’s or such Restricted Subsidiary’s property or assets or materially impair the use thereof in the operation of the business of the Borrower or such Restricted Subsidiary or (y) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien, and for which adequate reserves have been established in accordance with GAAP; (iii) Liens in existence on the Closing Date which are listed, and the property subject thereto described, in Schedule 6.01, plus renewals, replacements and extensions of such Liens, provided that (x) the aggregate principal amount of the Indebtedness, if any, or obligations secured by such Liens does not increase from that amount outstanding at the time of any such renewal, replacement or extension and (y) any such renewal, replacement or extension does not encumber any additional assets or properties of the Borrower or any Restricted Subsidiary; (iv) Liens created by or pursuant to this Agreement and the Security Documents; (v) (x) licenses, sublicenses, leases or subleases granted by the Borrower or any Restricted Subsidiary to other Persons in the ordinary course of business and not materially interfering with the conduct of the business of the Borrower or any Restricted Subsidiary or materially detracting from the value of the Borrower’s or such Restricted Subsidiary’s property, rights or assets and (y) any interest or title of a lessor, sublessor or licensor under any operating lease or license agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business, not securing Indebtedness and covering only the assets so leased or licensed; (vi) Liens upon assets of the Borrower or any Restricted Subsidiary subject to Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are permitted by Section 6.04(iv), provided that (x) such Liens only serve to secure the payment of Indebtedness arising under such Capitalized Lease Obligation and (y) the Lien encumbering the asset giving rise to the Capitalized Lease Obligation does not encumber any other asset of the Borrower or any Restricted Subsidiary; (vii) Liens placed upon fixed or capital assets used in the ordinary course of business of the Borrower or any Restricted Subsidiary and placed at the time of the acquisition thereof by the Borrower or such Restricted Subsidiary or within 180 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such assets, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that (x) the Indebtedness secured by such Liens is permitted by Section 6.04(iv), (y) in all events, the Lien encumbering the assets so acquired does not encumber any other asset of the Borrower or any Restricted Subsidiary (other than property financed by such Indebtedness and proceeds thereof) and (z) the amount of Indebtedness secured by such Liens does not exceed the purchase price of the assets acquired with the proceeds of such Indebtedness; (viii) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; (ix) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into or dispositions of assets consummated in the ordinary course of business; (x) Liens arising out of the existence of judgments as to or awards not constituting an Event of Default under Section 7.01(i) and in respect of which the Borrower or any Restricted Subsidiary shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution shall have been issued, pending such appeal or proceedings; (xi) statutory and adequate reserves shall have been established, (v) created common law landlords’ liens under leases entered into in the ordinary course of business by the Borrower or any Restricted Subsidiary; (A) Liens (other than Liens imposed under ERISA) incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and other social security legislation and (B) Liens securing the performance of bids, trade contracts, performance and completion guarantees, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (in each case exclusive of obligations in respect of Indebtedness); (xiii) [Reserved]; (xiv) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Restricted Subsidiary in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition, provided that (x) any Indebtedness that is secured by such Liens is permitted to exist under Section 6.04(vii), 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 asset of the Borrower or any Restricted Subsidiary; (xv) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (xvi) Liens (x) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets, and (y) in favor of customs and revenue authorities arising as a matter of law to secure Guarantees payment of customs duties in connection with the importation of goods in the ordinary course of business; (xvii) (A) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business and not securing Indebtedness and as are customary in the banking industry in favor of the bank or banks with which such accounts are maintained, and solely securing amounts owing to such bank or banks with respect to cash management and operating account arrangements (and not any amounts owing in respect of any Indebtedness or for any other purpose) and (B) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (xviii) Liens securing Non-Recourse Indebtedness so long as any such Lien shall encumber only (i) the assets originated, acquired or funded with the proceeds of such Non-Recourse Indebtedness and (ii) any intangible contract rights and other accounts, documents, records and other property directly related to the assets set forth in clause (i) and any proceeds thereof; (xix) Liens securing Permitted Funding Indebtedness so long as any such Lien shall encumber only (i) the assets acquired or originated with the proceeds of such Indebtedness, (ii) such assets consist of Servicing Advances, MSRs, loans, mortgage related securities and other mortgage related receivables, REO Assets and other similar assets (but not Residual Interests) subject to and pledged to secure such Indebtedness, (iii) any Interest Rate Protection Agreements and Other Hedging Agreements entered into in connection with the foregoing and (iv) any intangible contract rights and proceeds of, and other related documents, records and assets directly related to, the assets set forth in clause (i); (xx) Liens on the Equity Interests of any Unrestricted Subsidiary and the proceeds thereof securing Non-Recourse Indebtedness of such Unrestricted Subsidiary; (xxi) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto so long as such Liens do not encumber any property other than cash paid to any such insurance company in respect of such insurance; provided such Liens shall not exceed the amount of such premiums so financed; (xxii) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement not prohibited hereunder; (xxiii) Liens on Securitization Assets and the proceeds thereof incurred in connection with Permitted Securitization Indebtedness or permitted guarantees thereof; (xxiv) Liens on spread accounts and credit enhancement assets, Liens on the stock of Restricted Subsidiaries (substantially all of the assets of which are spread accounts and credit enhancement assets) and Liens on interests in Securitization Entities, in each case incurred in the ordinary course of business in connection with Credit Enhancement Agreements; (xxv) any customary encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; (xxvi) any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Borrower or any of their Restricted Subsidiaries; (xxvii) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrower or any of its Subsidiaries, including rights of offset and setoff; (xxviii) Liens on assets of any non-Guarantor Restricted Subsidiary to secure Indebtedness of any non-Guarantor Restricted Subsidiary that is permitted hereunder; and (xxix) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness permitted hereunder. In connection with the granting of Liens of the type described in clauses (iii), (vi), (vii), (xiv), (xviii), (xix) and (xxiii) of this Section 6.01 by the Borrower of Indebtednessany of the Restricted Subsidiaries, the interest on which is excludable from Administrative Agent and the gross income Collateral Agent shall be authorized to take any actions deemed appropriate by it in connection therewith without approval of any Lender (including, without limitation, by executing appropriate lien releases or lien subordination agreements in favor of the recipient thereof for Federal income tax purposes as provided holder or holders of such Liens, in Section 103(a) either case solely with respect to the item or items of equipment or other assets subject to such Liens). Notwithstanding the foregoing, the Borrower will not, and the Borrower will not permit any of the Internal Revenue Code Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien, other than, at the Borrower’s election, a Lien pursuant to Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(26.01(iv), (4), (5), (6), (8), (9), (10) upon or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by with respect to any Subsidiary to the BorrowerResidual Interest.

Liens. The Borrower will not create No Company shall create, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property or with respect to any Indebtedness of any Member which is an asset of the Borrowerassets, whether now existing owned or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will acquired; provided that this Section 5.09 shall not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower apply to the trustee pursuant to either Indenture, following: (iia) on any such Indebtedness granted by the Borrower to secure any borrowing Liens for the purpose of making loans to Member power supply systems Taxes not yet due and payable (or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstandingcase of property taxes and assessments, not more than ninety (iii90) of current taxes not delinquent days overdue) or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which that are being actively contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been establishedestablished in accordance with GAAP; (b) carrier’s, warehousemen’s, mechanic’s, materialmen’s, repairmen’s or other similar Liens, and vendor’s Liens imposed by statute or common law arising in the ordinary course of business or the ownership of such Company’s property and assets that (vi) created by do not secure the Borrower to secure Guarantees by the Borrower repayment of Indebtedness, and (ii) do not in the interest on which is excludable aggregate materially detract from the gross income value of the recipient thereof property subject thereto or materially impair the use of such property for Federal income tax purposes as its intended purposes; (c) Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to a Credit Party; (d) purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.08(b) hereof, provided in Section 103(athat such Lien is limited to the purchase price and only attaches to the property being acquired; (e) any Lien of the Internal Revenue Code or Section 103(a) Administrative Agent, for the benefit of the Internal Revenue Code Lenders; (f) the Liens existing on the Effective Date as set forth in Schedule 5.09 hereto and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of 1954Indebtedness secured thereby shall not be increased; (g) any Liens securing the Indebtedness incurred pursuant to Section 5.08(g) hereof and any refinancing thereof; (h) easements, rights-of-way, zoning or other use restrictions and other similar encumbrances incurred in the ordinary course of business, or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company; (i) pledges or deposits under workers’ compensation, unemployment insurance and other social security legislation; (j) Liens consisting of bankers’ liens and rights of setoff, in each case, arising by operation of law, and Liens on documents (and the goods covered thereby) delivered under trade letters of credit; (k) licenses of intellectual property granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the companies; (l) any Lien on property owned by a Company as amendeda result of an Acquisition permitted pursuant to Section 5.13 hereof, so long as such Lien is (xi) either (A) permitted under another subpart of a Member which is a state or political subdivision thereof this Section 5.09, or (yB) is released within ninety (90) days of a state or political subdivision thereof incurred to benefit a Member for one such Acquisition (unless Borrower shall have obtained the prior written consent of the purposes provided in Section 142(a)(2Administrative Agent and the Required Lenders), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (viii) granted by any Subsidiary such Lien was not created at the time of or in contemplation of such Acquisition; or (m) other Liens, in addition to the BorrowerLiens listed above, securing amounts, in the aggregate for all Companies, not to exceed Five Million Dollars ($5,000,000). No Company shall enter into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets) that would prohibit the Administrative Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of such Company; provided, however, that, notwithstanding the foregoing provisions of this sentence, a Company may enter into a contract or agreement so prohibiting the Administrative Agent or the Lenders to the extent such prohibition (i) is required by a contract or agreement with a Governmental Authority, (ii) requires a consent not obtained of any Governmental Authority, or (iii) constitutes a breach or default under, or results in the termination of, or requires any consent not obtained under, any such contract or agreement except to the extent the term in such contract or agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law.

Liens. The Borrower No Obligor will not create create, incur, assume or permit suffer to exist any Lien on upon any of their property, revenues or with respect assets, whether now owned or hereafter acquired except: (a) Liens granted pursuant to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens Security Document, (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (ivb) other than Liens in favor of the PBGCSecurity Agent for the benefit of the Lenders, (c) Liens for taxes, created by assessments or resulting from any legal proceedings (including legal proceedings instituted by other governmental charges or levies not at the Borrower time delinquent or any Subsidiary) which are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution adequate reserves in accordance with GAAP shall have been issuedset aside on its books; provided that (x) no foreclosure action with respect to such Liens has been undertaken, (y) the Obligors are diligently pursuing to remove or contest such Liens and (z) such Liens are removed within 45 days after the earlier of (A) receipt of a notice thereof and (B) obtaining knowledge thereof by any Obligor, (d) Liens for crew’s wages, for wages of stevedores when employed directly by any Charterer, the Manager, any Affiliate of Manager, or the master of the Vessel, or for general average or salvage (including contract salvage), Liens for repairs or incident to current operations of a Vessel or with respect to any alteration or installation made in respect of a Vessel, Liens for necessaries to a Vessel, Liens of carriers, warehousemen, mechanics, materialmen and landlords, in each case, incurred in the ordinary course of business arising by operation of law, and Liens granted to Charterers under Charters entered into in the ordinary course of business to secure obligations under such Charters, and in the case of each of the foregoing, that are not due and payable or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest set aside on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as its books; provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, that (x) of a Member which is a state or political subdivision thereof or no foreclosure action with respect to such Liens has been undertaken, (y) the Obligors are diligently pursuing to remove or contest such Liens and (z) such Liens are removed within 45 days after the earlier of (A) receipt of a state notice thereof and (B) obtaining knowledge thereof by any Obligor, (e) Liens incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or political subdivision thereof incurred other forms of governmental insurance or benefits, or to benefit a Member secure performance of tenders, statutory obligations, leases and contracts (other than for one borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds, (f) deposits to secure the purposes provided in Section 142(a)(2performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds and other obligations of a like nature incurred in the ordinary course of business, and (4), g) judgment Liens in existence less than thirty (5), 30) days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (6), (8), (9), (10subject to a customary deductible) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowerinsurance maintained with responsible insurance companies.

Liens. The Borrower Company will not create directly or indirectly create, incur, assume or permit to exist any Lien on any property or with asset (including any document or instrument in respect to of goods and accounts receivable) now owned or hereafter acquired by the Company or any Indebtedness income or profits therefrom, except that the restrictions in this Section 11.7 shall not prohibit any of any Member the foregoing consisting of: (a) Liens for taxes, assessments or governmental charges or claims the payment of which is an asset not at the time required by Section 11.3; (b) Liens of the Borrowercarriers, now existing or hereafter createdwarehousemen, or any collateral securing any such Indebtedness, mechanics and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except materialmen and statutory landlords' Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 incurred in the aggregate at any one time outstanding, (iii) ordinary course of current taxes business for sums not delinquent yet due or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedingsproceedings promptly initiated and diligently conducted, including appeals of judgments if such reserve or other appropriate provision, if any, as to which a stay of execution shall be required by generally accepted accounting principles shall have been issuedmade therefor; (c) Liens incurred or deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance and other types of social security (exclusive of Liens imposed under ERISA), or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (d) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay; (e) leases or subleases granted to others in the ordinary course of business and not interfering with the ordinary conduct of the business of the Company; and (f) other Liens incidental to the conduct of the business of the Company or the ownership of its property and assets (including easements, rights of way, restrictions and other similar charges or encumbrances incurred in the ordinary course of business), which were not incurred in connection with its borrowing of money or obtaining of advances or credit, and adequate reserves shall have been established, (v) created by which do not in the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable aggregate materially detract from the gross income value of its property or assets or materially impair the recipient use thereof for Federal income tax purposes as provided in Section 103(a) the operation of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowerits business.

Liens. The Borrower will not Incur, create or permit to exist any Lien on Lien, charge or other encumbrance of any nature whatsoever with respect to (a) any property or assets now owned or hereafter acquired by any Borrower, any Guarantor or any Subsidiary or (b) any Financed Aircraft, except the following (the "Permitted Liens"): (i) Liens created under the Security Instruments in favor of the Agent and the Lenders; and Liens arising under the Eligible Leases in favor of the Applicable Intermediary (as lessor) or the Applicable Borrower which Liens in each case have been assigned to the Agent; (ii) Liens set forth in Schedule 6.7; (iii) Liens imposed by law for Taxes (A) not yet due or (B) which are being contested in good faith by appropriate proceedings diligently conducted, each of which Liens in clause (B) above shall be fully bonded over, to the reasonable satisfaction of the Agent; (iv) statutory Liens of landlords and Liens of mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business and (i) in existence less than 90 days from the date of creation thereof for amounts not yet due or (ii) which are being contested in good faith by appropriate proceedings diligently conducted, which are inferior in respect of the Collateral to the Liens conferred under the Security Instruments or have been fully bonded over to the reasonable satisfaction of the Agent, and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (v) Liens arising out of any judgment or award with respect to which an appeal or proceeding for review is being prosecuted in good faith by appropriate proceedings diligently conducted, and with respect to which a stay of execution is in effect; (vi) Liens created by the Applicable Carrier under an Eligible Lease that are not subject to clause (vii) below, which Liens are created without the knowledge of the Applicable Borrower and are released or fully bonded over to the reasonable satisfaction of the Agent within 30 days after the Applicable Borrower has notice or knowledge of any such Lien; (vii) with respect to any Indebtedness Lease and the related Aircraft, (i) any "Permitted Liens" (as defined in or the equivalent term in such Lease Agreement and as agreed to by the Agent) (except a Permitted Lien that is a Lessor Lien (as defined in or the equivalent term in such Lease Agreement)), and (ii) any other Lien created by a Lessee, a sublessee of any Member which is an asset of the Borrower, now existing or hereafter created, a Lessee or any collateral securing any such IndebtednessPerson claiming by or through a Lessee or sublessee, and in each case in this clause (ii) as agreed to by the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or Agent; provided, that with respect to any Liens of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, type listed in clause (ii) on any ), such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes Lien is being contested in good faithfaith by appropriate proceedings or, upon the Applicable Borrower receiving notice or knowledge of such Lien, such Applicable Borrower is diligently and promptly enforcing the lessor's rights against the Lessee; (ivviii) other than any head lease in favor respect of any Aircraft; provided that, except in the case of the PBGChead lease in respect of the Financed Aircraft with manufacturer's serial number 967, created by the lessor and lessee thereunder are Borrowing Affiliates or resulting Guarantors; (ix) any Lien from any legal proceedings air navigation authority, airport tending, gate or handling (including legal proceedings instituted by the Borrower or any Subsidiarysimilar) charges or levies (A) not yet overdue or (B) which are being contested in good faith by appropriate proceedings, including appeals each of judgments as which Liens in clause (B) above shall be fully bonded over, to which a stay of execution shall have been issued, and adequate reserves shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income reasonable satisfaction of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, Agent; (x) Liens securing Indebtedness described in Section 8.4(b); (xi) Liens securing Indebtedness described in Section 8.4(f); and (xii) Liens granted by a Credit Party in favor of a Member which is a state Lender or political subdivision thereof or (y) an Affiliate of a state Lender securing the Rate Hedging Obligations of such Credit Party to such Lender or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the BorrowerAffiliate.

Liens. The Borrower It will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of Property now owned by it, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on or with respect to any Property of such Subsidiary's assets, except Liens any Obligor existing on the date hereof and set forth in Schedule 9.02(b); provided that (i) granted by the Borrower no such Lien shall extend to the trustee pursuant to either Indenture, any other Property of such Obligor and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(g); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral described in Section 9.01(g); (d) Liens imposed by Law which were incurred in the borrowings under either Indenture Ordinary Course of Business, including (it being understood that but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Borrower can not pledge such assets to an extent greater than 150% Ordinary Course of the aggregate principal amount of such Indebtedness) Business and which Liens secure amounts (i) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryii) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such Liens and for which adequate reserves have been made if required substantially in accordance with IFRS; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by IFRS shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves 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 such Obligor or Subsidiary; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions with respect to such accounts and any Lien arising under the general business conditions (conditions générales/Allgemeine Geschäftsbedingungen) of banks or other financial institutions incorporated in Switzerland; (i) Liens in connection with transfers permitted under Section 9.09; (j) any judgment Lien or Lien arising from decrees or attachments not constituting an Event of Default; (k) leases or subleases of real property granted in the Ordinary Course of Business, and leases, subleases, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the Ordinary Course of Business; (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods, not securing an amount in the aggregate in excess of $1,000,000 at any given time; (m) Liens on a Deposit Account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(k); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; (o) so long as no Default or Event of Default shall have been establishedoccurred and is continuing at the time of such Lien, or after giving effect thereto, other Liens not securing any Indebtedness for borrowed money in an aggregate amount not to exceed $500,000 at any time outstanding; (vp) created by Liens on insurance policies and the Borrower to secure Guarantees by proceeds thereof securing the Borrower of Indebtedness, the interest on which is excludable from the gross income financing of the recipient thereof for Federal income tax purposes as premiums with respect thereto; and (q) Liens securing Indebtedness permitted under Section 9.01(l); provided in Section 103(a) that no Lien otherwise permitted under any of the Internal Revenue Code or foregoing Section 103(a9.02 (excluding Sections 9.02(a) of the Internal Revenue Code of 1954, as amended, (xand 9.02(n)) of a Member which shall apply to any Obligor Intellectual Property that is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary material to the Borrowerbusiness of Borrower and its Material Subsidiaries.

Liens. The Borrower Such Obligor will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property now owned by it or with respect such Subsidiary, except: (a) Liens securing the Obligations; (b) [Reserved]; (c) Liens securing Indebtedness permitted under Section 9.01(j); provided that such Liens are restricted solely to the collateral described in Section 9.01(j); (d) ▇▇▇▇▇ imposed by any Indebtedness of any Member which is an asset of Law arising in the BorrowerOrdinary Course, now existing or hereafter createdincluding (but not limited to) carriers’, or any collateral securing any such Indebtednesswarehousemen’s, suppliers’, landlords’, and mechanics’ liens, liens relating to leasehold improvements and other similar Liens arising in the Borrower will Ordinary Course which (x) do not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person and would not otherwise constitute an Event of Default or (including legal proceedings instituted by the Borrower or any Subsidiaryy) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the Ordinary Course in connection with bids, contract leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is either (i) not yet due and payable or (ii) is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any Law and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of real property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors or any of their Subsidiaries; (h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to all applicable Laws; and (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which 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 Obligors or its Subsidiaries; (i) Bankers liens, rights of setoff and similar Liens incurred on deposits or other assets credited to any deposit or securities account made in the Ordinary Course; (j) [Reserved]; (k) Liens securing Indebtedness permitted under Sections 9.01(q), (r) and (s). (l) any judgment lien or lien arising from decrees or attachments not constituting an Event of Default; (m) Liens arising from precautionary UCC financing statement filings regarding operating leases of personal property and consignment arrangements entered into in the Ordinary Course; (n) other Liens not securing borrowed money which secure obligations in an aggregate amount not to exceed $50,000 (or the Equivalent Amount in other currencies) at any time outstanding; (o) [Reserved]; (p) 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 and incurred in the Ordinary Course; (q) Permitted Licenses; (r) Liens on cash and Cash Equivalents securing obligation under Permitted Hedging Agreements; (i) Liens to secure payment of workers’ compensation, employment insurance, old age pensions, social security and other like obligations incurred in the Ordinary Course (other than Liens imposed by ERISA) and (ii) deposits in respect of letters of credit, bank guarantees or similar instruments issued for the account of any Obligor or any Subsidiary in the Ordinary Course supporting obligations of the type set forth in clause (i) above; (t) [Reserved]; (u) interests of licensors under inbound licenses to any Obligor; and (v) created by the Borrower to secure Guarantees by the Borrower interests of Indebtedness, the interest on which is excludable from the gross income sub-lessees under subleases of real property and statutory or common law Liens of landlords; provided that no Lien otherwise permitted under any of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, foregoing clauses (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2c), (4d), (5), e) and (6), (8), (9), (10g) or (12through 9.02(p) of the Internal Revenue Code or this Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by 9.02 shall apply to any Subsidiary to the BorrowerMaterial Intellectual Property.

Liens. The Borrower Such Obligor will not, and will not create permit any of its Subsidiaries (other than the Klisyri SPV) to, create, incur, assume or permit to exist any Lien on any property now owned by it or with respect to any Indebtedness of any Member which is an asset of such Subsidiary, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to asset of such Obligor or any of its Subsidiaries existing on the date hereofClosing Date and set forth on Schedule 7.13(b) and renewals and extensions thereof in connection with Permitted Refinancings of the Indebtedness being secured by such Subsidiary's assets, except Liens Lien; provided that (i) granted by the Borrower no such Lien (including any renewal or extension thereof) shall extend to the trustee pursuant to either Indenture, any other property or asset of such Obligor or any of its Subsidiaries and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and renewals, extensions and replacements thereof in connection with Permitted Refinancings of the Indebtedness granted being secured by such Lien that do not increase the Borrower outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section ‎9.01(j); provided that such Liens are restricted solely to secure the collateral described in Section ‎9.01(j); (d) Liens imposed by any borrowing for Law arising in the purpose ordinary course of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUSbusiness, which borrowing or borrowings are on terms including (except as to terms of interestbut not limited to) carriers’, premiumwarehousemen’s, if anylandlords’, and amortization) not materially more disadvantageous mechanics’ liens, liens relating to leasehold improvements and other similar Liens arising in the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% ordinary course of the aggregate principal amount of such Indebtedness) business and which Liens secure amounts (x) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryy) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the Ordinary Course in connection with bids, contract leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any Law and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors or any of their Subsidiaries; and (h) with respect to any real property, (vi) created such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to all applicable Laws; and (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which 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 Obligors or its Subsidiaries; (i) Bankers liens, rights of setoff and similar Liens incurred on deposits made in the Ordinary Course; (j) Liens securing Indebtedness permitted under Section ‎9.01(l); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition pursuant to which such Indebtedness was assumed, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (k) Liens securing Indebtedness permitted under Sections 9.01(q), (r), (s), (t), and (w). (l) Any judgment lien or lien arising from decrees or attachments not constituting an Event of Default; (m) Liens arising from precautionary UCC financing statement filings regarding operating leases of personal property and consignment arrangements entered into in the Ordinary Course; (n) other Liens which secure obligations in an aggregate amount not to exceed $5,000,000 (or the Equivalent Amount in other currencies) at any time outstanding; (o) Liens on (i) proceeds resulting from sales of Oral Paclitaxel in an amount not exceeding 5% of such proceeds and (ii) subject to Section ‎12.13, the Intellectual Property, Accounts (as defined in the UCC), payment intangibles arising therefrom and Proceeds (as defined in the UCC) thereof relating to Oral Paclitaxel, in each case, securing Indebtedness permitted under clause (n) of Section 9.01 and which are subject to a Permitted Intercreditor Agreement; (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure Guarantees by payment of customs duties in connection with the Borrower importation of Indebtedness, goods and incurred in the interest on which is excludable from ordinary course of business; (q) Permitted Licenses; provided that the gross income written consent of the recipient thereof for Federal income tax purposes as provided Administrative Agent (not to be unreasonably withheld, delayed or conditioned) shall be obtained prior to Borrower (or any of its Subsidiaries) entering into any Permitted License described in Section 103(aclause (D)(ii)(y) of the Internal Revenue Code definition thereof; (r) Liens on cash and Cash Equivalents securing obligation under Permitted Hedging Agreements; and (i) Liens to secure payment of workers’ compensation, employment insurance, old age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA) and (ii) deposits in respect of letters of credit, bank guarantees or Section 103(a) similar instruments issued for the account of any Obligor or any Subsidiary in the Ordinary Course supporting obligations of the Internal Revenue Code of 1954, as amended, type set forth in clause (xi) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrower.above; and

Liens. The Borrower (a) Subject to the provisions of Article XII relating to permitted contests, Tenant will not directly or indirectly create and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim (“Lien”) upon the Leased Property or any Capital Improvement thereto or upon the Gaming Licenses (including indirectly through a pledge of shares in the direct or indirect entity owning an interest in the Gaming Licenses except as permitted by Article XVII) or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (1) this Master Lease; (2) the matters that existed as of the Commencement Date (and any renewals of such existing matters that do not materially increase the scope of or amount secured by such Lien); (3) restrictions, liens and other encumbrances which are consented to in writing by Landlord (such consent not to be unreasonably withheld); (4) liens for Impositions which ▇▇▇▇▇▇ is not required to pay hereunder (if any); (5) subleases permitted by Article XXII; (6) liens for Impositions not yet delinquent or being contested in accordance with Article XII, provided, that no foreclosure or similar remedies with respect to such Impositions have been instituted and no notice as to the institution or commencement thereof has been issued except to the extent such institution or commencement is stayed no later than twenty (20) days after such notice is issued; (7) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either disputed or not yet due; provided, any such liens are in the process of being contested as permitted by Article XII; (8) any liens created by Landlord; (9) liens related to equipment leases or equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Leased Property;(10) liens granted as security for the obligations of Tenant under a Debt Agreement or completion guarantee; provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to exist encumber its leasehold interest (or a subtenant to encumber its subleasehold interest) in the Leased Property or its direct or indirect interest (or the interest of any Lien of its Subsidiaries or subtenants) in the Gaming Licenses (other than, in each case, to a Permitted Leasehold Mortgagee), without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion; (11) easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Indebtedness of any Member which is an asset Leased Property, in each case whether now or hereafter in existence, not individually or in the aggregate materially interfering with the conduct of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and business on the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or Leased Property with respect to any Facility, taken as a whole; (12) any Permitted Encumbrance not made in violation of this Lease; (13) licenses of patents, trademarks and other intellectual property rights granted by Tenant or any of its Subsidiaries in the ordinary course of business (14) other Liens securing Indebtedness outstanding in an aggregate principal amount of no more than Twenty-Five Million Dollars ($25,000,000) and (15) any matters which would not survive the Term or which may be terminated by Landlord (without cost to Landlord unless otherwise reimbursed by Tenant) upon termination of this Master Lease either pursuant to their terms or by operation of law. For the avoidance of doubt, the parties acknowledge and agree that ▇▇▇▇▇▇ has not granted any liens in favor of Landlord as security for its obligations hereunder and nothing contained herein shall be deemed or construed to prohibit the issuance of a lien on the Equity Interests in Tenant (it being agreed that any foreclosure by a lien holder on such Subsidiary's assetsinterests in Tenant shall be subject to the restriction on Tenant Change of Control set forth in Article XXII) or to prohibit Tenant from pledging its Accounts and other Tenant’s Property and other property of Tenant (other than Tenant’s leasehold estate in the Leased Property to a Permitted Leasehold Mortgagee in accordance herewith), including fixtures and personal property installed by Tenant at the Facilities, as collateral in connection with financings from equipment lenders (or to Permitted Leasehold Mortgagees); provided, that Tenant shall in no event pledge to any Person that is not a Permitted Leasehold Mortgagee hereunder any of the Gaming Licenses or other of Tenant’s Property to the extent that such Tenant’s Property cannot be removed from the Leased Property without damaging or impairing the Leased Property (other than in a de minimis manner). For the further avoidance of doubt, by way of example, Tenant shall not grant to any lender (other than a Permitted Leasehold Mortgagee) a lien on, and any and all lien holders (including a Permitted Leasehold Mortgagee) shall not have the right to remove, carpeting, internal wiring, elevators, or escalators at the Leased Property, but lien holders may have the right to remove (and Tenant shall have the right to ▇▇▇▇▇ ▇ ▇▇▇▇ on) Gaming Equipment even if the removal thereof from the Leased Property could result in de minimis damage; provided, any such damage is repaired by the lien holder or Tenant in accordance with the terms of this Master Lease. (b) Landlord and ▇▇▇▇▇▇ intend that this Master Lease be an indivisible true lease that affords the parties hereto the rights and remedies of landlord and tenant hereunder and does not represent a financing arrangement. This Master Lease is not an attempt by Landlord or Tenant to evade the operation of any aspect of the law applicable to any of the Leased Property. Except as otherwise required by applicable law or any accounting rules or regulations, Landlord and Tenant hereby acknowledge and agree that this Master Lease is intended to constitute a “true lease” for all other purposes, including federal, state and local tax purposes, commercial purposes, and bankruptcy purposes and that Landlord shall be entitled to all the benefits of ownership of the Leased Property, including depreciation with respect to the Leased Property (but not with respect to any Tenant Capital Improvements, except Liens (ias provided in the next sentence) granted by for all federal, state and local tax purposes. Without prejudice to Sections 10.1(b)(iii) or 10.4, Tenant shall be entitled to all benefits of ownership of any Tenant Capital Improvements during the Borrower Term, including depreciation for all federal, state and local tax purposes, except to the trustee pursuant to either Indenture, (ii) on extent of any such Indebtedness granted Tenant Capital Improvements that are actually paid for by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture Landlord (it being understood that Landlord has no right or obligation to pay for any Tenant Capital Improvements). For the Borrower can not pledge such assets avoidance of doubt, the parties hereto acknowledge and agree that for all federal, state and local income tax purposes, the Park MGM Tenant Capital Improvements shall deemed to an extent greater than 150% be the property of the aggregate principal amount Landlord and Landlord shall be entitled to all benefits of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor ownership of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedingsPark MGM Tenant Capital Improvements, including appeals depreciation. (c) At any time and from time to time upon the request of judgments as to which a stay of execution shall have been issuedLandlord or Tenant, and adequate reserves shall have been established, (v) created by at the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income expense of the recipient thereof for Federal income tax purposes requesting party, Tenant or Landlord, as provided applicable, shall promptly execute, acknowledge and deliver such further documents and do such other acts as the requesting party may reasonably request in Section 103(a) order to effect fully this Master Lease or to more fully perfect or renew the rights of the Internal Revenue Code requesting party with respect to the Leased Property. Upon the exercise by Landlord or Section 103(a) Tenant of the Internal Revenue Code any power, right, privilege or remedy pursuant to this Master Lease which requires any consent, approval, recording, qualification or authorization of 1954any governmental authority, Tenant or Landlord, as amendedapplicable, (x) of a Member which is a state will execute and deliver, or political subdivision thereof will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the exercising party may be required to obtain from such other party for such consent, approval, recording, qualification or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowerauthorization.

Liens. The Borrower will not create Create, incur, assume or permit suffer to exist any Lien on upon the Collateral and any of its other property, assets or with respect revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”): (a) Liens pursuant to any Indebtedness of Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any Member which is an asset of the Borrower, now existing renewals or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens extensions thereof; provided that (i) granted by the Borrower to the trustee pursuant to either Indentureproperty, assets or revenues covered thereby is not changed, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems amount secured or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (benefited thereby is not increased except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstandingcontemplated by Section 7.02(b), (iii) of current taxes the direct or any contingent obligor with respect thereto is not delinquent or a security for taxes being contested in good faithchanged, and (iv) other than in favor any renewal or extension of the PBGC, created obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes not yet due or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, including appeals if adequate reserves with respect thereto are maintained on the books of judgments the applicable Person in accordance with GAAP; (d) statutory Liens such as to carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a stay period of execution more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; provided that, a reserve or other appropriate provision shall have been issuedmade therefor; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness) that is not Indebtedness permitted under Section 7.02, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and adequate reserves shall have been establishedwhich 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 the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under (x) Section 7.02(c)(i), provided that (vi) created such Liens do not at any time encumber any property, assets or revenues other than the property, assets or revenues financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value at the time of the acquisition, whichever is lower, of the property being acquired on the date of acquisition and (y) Section 7.02(c)(ii), provided that such Liens do not at any time encumber any property other than property, assets or revenues that are the subject of the applicable repo transaction; (j) Liens (i) securing Indebtedness permitted under Section 7.02(g) on (x) the property, assets and revenues of, and (y) the Equity Interests in, Excluded Subsidiaries and (ii) securing obligations of Excluded Subsidiaries pursuant to the Tax Equity Documents or Cash Equity Documents, in each case so long as such Liens do not attach to the net proceeds of any Available Take-Out; (k) Liens securing Indebtedness permitted under Section 7.02(h) so long as such Liens attach only to the vehicles or computer systems financed thereby; (l) Liens securing Indebtedness permitted under Section 7.02(j) so long as such Liens attach only to the assets financed thereby; (m) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any of its Subsidiaries, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness other than any Indebtedness permitted pursuant to Section 7.02(g); (n) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review; (o) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased; (p) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (q) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; (r) customary Liens granted in favor of a trustee to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes fees and other amounts owing to such trustee under an indenture or other agreement pursuant to Indebtedness not otherwise prohibited under this Agreement so long as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary such Liens are limited to the Borrowersecurity granted under such indenture or other agreement; (s) Liens on SREC Excluded Property; and (t) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $20,000,000; provided that no such Lien shall extend to or cover any Collateral.

Liens. The Borrower will not create Create, incur, assume or permit suffer to exist any Lien on upon any of its property, assets or with respect to any Indebtedness of any Member which is an asset of the Borrowerrevenues, whether now existing owned or hereafter createdacquired, other than the following: (a) Liens created after the Closing Date to secure the Obligations; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any replacements, renewals or any collateral securing any such Indebtednessextensions thereof (including if an early buy-out option is exercised in connection with a sale-leaseback arrangement listed on Schedule 7.01, and then the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any subsequent sale-leaseback of such Subsidiary's assetsvessel shall be considered a renewal), except Liens provided that (i) granted by the Borrower to the trustee pursuant to either Indentureproperty covered thereby is not changed, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems amount secured or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if anybenefited thereby is not increased, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower direct or any Subsidiarycontingent obligor with respect thereto is not changed; (c) Liens for taxes, assessments and other governmental charges or levies not yet delinquent, or which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or secure amounts that are not material to the value of the properties to which such Liens attach; (d) Liens imposed by Law including, without limitation, landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens and maritime liens and privileges, in each case, arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person, or secure amounts that are not material to the value of the properties to which such Liens attach; (e) maritime attachments and seizures in respect of maritime claims (i) for which a bond, letter of credit or other security is provided within 45 days of receipt of notice of such attachment or seizure and (ii) which would not reasonably be expected to have a Material Adverse Effect; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security laws or similar legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) Liens incidental to the conduct of business and the ownership of property and assets including, without limitation, ground leases, leases of office space, easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use of such property in the ordinary operation of the business of the applicable Person; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (j) Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Subsidiary (or at the time any Borrower or a Subsidiary acquires such property, other assets or shares of stock, including appeals any acquisition by means of judgments as a merger, consolidation or other business combination transaction with or into any Subsidiary); provided, that such Liens (i) are not created, incurred or assumed in anticipation of or in connection with such other Person becoming a Subsidiary (or such acquisition of such property, other assets or stock); and (ii) do not extend to which any assets other than the specific property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) encumbered by such Liens on the date that such property, other assets or stock is acquired or such Person is merged into or consolidated with any Borrower or any of its Subsidiaries or otherwise becomes a stay Subsidiary of execution shall have been issued, and adequate reserves shall have been established, a Borrower; (vk) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, Liens (xi) of a Member which is a state or political subdivision thereof or collecting bank arising under Section 4-210 of the UCC on items in the course of collection and (yii) in favor of a state or political subdivision thereof incurred banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (l) Liens in respect of any Synthetic Lease Obligations, but solely to benefit a Member for one the extent such Synthetic Lease Obligations do not constitute Priority Debt; (m) Liens in respect of the purposes provided in Section 142(a)(2)Sale-Leaseback Arrangements, but solely to the extent such Sale-Leaseback Arrangements do not constitute Priority Debt; (4)n) Liens on assets or property of any Subsidiary (other than any Loan Party) securing Indebtedness or other obligations of such Subsidiary owing to the Borrowers or another Subsidiary; (o) Liens resulting from extensions, (5), (6), (8), (9), (10) renewals or (12) replacements of the Internal Revenue Code or Section 103(b)(4)(D), Liens permitted by clauses (E), b) and (F), j) provided that (G), (Hi) or (J) there is no increase in the original principal amount of the Internal Revenue Code of 1954, as amended, debt secured thereby and (viii) granted any new Lien attaches only to the same property that was subject to the earlier Lien; (p) construction or inchoate Liens securing progress payments on vessels under construction; (q) Liens on fixed or capital assets acquired, constructed or improved by the Borrowers or any Subsidiary to secure or provide for all or a portion of the Borrowerpurchase price or cost of such acquisition, construction or improvement; provided that (A) such Liens and the Indebtedness secured thereby are incurred within 180 days prior to or within 180 days after such acquisition or the completion of such acquisition, construction or improvement, (B) the Indebtedness secured thereby does not exceed by more than a de minimis amount the cost of acquiring, constructing or improving such fixed or capital assets and (C) such Liens shall not apply to any other property or assets of the Borrowers or any Subsidiary; (r) Liens securing obligations and other liabilities arising in the ordinary course of business; provided that such obligations and liabilities do not constitute Indebtedness; and provided further that the aggregate book value of the assets that are subject to such Liens shall not exceed $10,000,000 at any time; and (s) Liens on existing and future assets covered by financing arrangements, including lease financing arrangements which would be characterized as capitalized leases in accordance with GAAP; provided, however, that the sum, without duplication, of the aggregate amount of (A) all Indebtedness secured by any Liens permitted pursuant to this Section 7.01(s) plus (B) all Indebtedness permitted pursuant to Section 7.02(e) at any one time outstanding shall not exceed 20% of Consolidated Stockholders’ Equity.

Liens. The Borrower will not create No Company shall create, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property or with respect to any Indebtedness of any Member which is an asset of the Borrowerassets, whether now existing owned or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will acquired; provided that this Section 5.9 shall not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower apply to the trustee pursuant to either Indenture, following: (iia) on any such Indebtedness granted by the Borrower to secure any borrowing Liens for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent yet due or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which that are being actively contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall have been issued, and adequate reserves shall have been establishedestablished in accordance with GAAP; (b) other statutory Liens, including, without limitation, statutory Liens of landlords, carriers, warehousers, utilities, mechanics, repairmen, workers and materialmen, incidental to the conduct of its business or the ownership of its property and assets that (vi) created were not incurred in connection with the incurring of Indebtedness or the obtaining of advances or credit, and (ii) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (c) any Lien granted to the Administrative Agent, for the benefit of the Lenders (and any Affiliates thereof); (d) the Liens existing on the Closing Date as set forth in Schedule 5.9 hereto and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby, and the amount and description of property subject to such Liens, shall not be increased; (e) purchase money Liens on fixed assets securing Capitalized Lease Obligations, provided that such Liens are limited to the purchase price and only attach to the property being acquired; (f) easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company; (g) Liens on assets financed with Indebtedness permitted to be incurred pursuant to Section 5.8(f) hereof; (h) [reserved;] (i) Liens granted by the Borrower a Company to secure Guarantees Indebtedness permitted by Section 5.8(c) hereof, provided any such Liens are subject to an intercompany subordination agreement reasonably satisfactory to the Borrower Administrative Agent; (j) subordinated Liens granted to secure Indebtedness permitted by Section 5.8(e) hereof; (k) Liens arising by virtue of the rendition, entry or issuance against any, or any property of any Company, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 8.8 hereof; (l) Liens granted by Foreign Subsidiaries to secure Indebtedness permitted by Section 5.8(k) hereof; and (m) other Liens, in addition to the Liens listed above, not incurred in connection with the incurring of Indebtedness, securing amounts, in the interest aggregate for all Companies, not to exceed One Million Dollars ($1,000,000) at any time. No Company shall enter into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on which is excludable such fixed assets) that would prohibit the Administrative Agent or the Lenders from the gross income acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the recipient thereof for Federal income tax purposes as provided in Section 103(a) property or assets of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrowersuch Company.

Liens. The Borrower Notwithstanding anything herein to the contrary, the Issuer will not, and will not create cause or permit any of its Subsidiaries to, create, incur or suffer to exist exist, any Lien in, of or on its or with respect to any Indebtedness of any Member which is an asset of the Borrower, their Property (whether now existing owned or hereafter createdacquired, or upon any collateral securing any such Indebtednessincome, and the Borrower will not permit any Subsidiary to create profits or permit to exist any Lien on or with respect to any of such Subsidiary's assetsproceeds therefrom), except the following (“Permitted Liens”): (a) Subject to Section 8.1(g) hereof, Liens (i) granted by for Taxes, assessments or governmental charges or levies on its Property if the Borrower to same shall not at the trustee pursuant to either Indenturetime be delinquent, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faithfaith and by appropriate proceedings or procedures and for which adequate reserves in accordance with IFRS shall have been set aside on its books, so long as the Issuer’s or Subsidiary’s title to, and its right to use, its Properties are not materially adversely affected thereby; (ivb) Subject to Section 8.1(g) hereof, Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business which secure payment of obligations not more than in favor of the PBGC, created by 30 days past due or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution adequate reserves in accordance with IFRS shall have been issuedset aside on its books, so long as the Issuer’s or Subsidiary’s title to, and adequate reserves its right to use, its Properties are not materially adversely affected thereby; (i) Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character, as arise in the ordinary course of business and that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary course of business of the Issuer or any Subsidiary and (ii) minor defects in title, in each case, which do not materially interfere with the conduct of the Issuer’s and its Subsidiaries’ business or the utilization thereof in the business of the Issuer or its Subsidiaries; (d) Liens existing on the date hereof and described in Schedule 9.4, including the extensions or replacements thereof; (e) Liens securing obligations that do not exceed $2,500,000 at any one time outstanding; (f) Liens securing the Obligations; (g) Liens on HB4 Technology inventories granted in connection with any short-term, working capital facility or loan; (h) Liens upon or in any Property acquired or held by the Issuer or any of its Subsidiaries to secure the purchase price of such Property or Indebtedness incurred solely for the purpose of financing the acquisition of such Property; (i) [reserved]; (j) Liens arising out of judgments, attachments or awards not resulting in an Event of Default under Section 11.1 or securing appeal or other surety bonds relating to such judgments; (k) leases, licenses or sublicenses of the properties of the Issuer or its Subsidiaries, in each case as otherwise permitted under Section 9.4 hereof and entered into in the ordinary course of the Issuer’s or its Subsidiaries’ business so long as such leases, licenses or sublicenses do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of the Issuer or its Subsidiaries, or (ii) materially impair the use (for its intended purposes) or the value of the property subject thereto; and (l) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to Cash and Cash Equivalents on deposit in one or more accounts maintained by the Issuer or its Subsidiaries, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account; (m) Liens on the Collateral securing Indebtedness permitted by Section 9.2(c); (n) Liens on Property of the Issuer or its Subsidiaries not constituting Collateral securing Indebtedness permitted by Section 9.2(d); (o) Liens on the Collateral securing Indebtedness permitted by Section 9.2(e); and (p) Liens on the Working Capital Assets constituting Collateral securing Indebtedness permitted by Section 9.2(g) and Section 9.2(h), which Liens shall be senior in right of security to the Liens on the Collateral securing the Obligations, provided, that the Collateral Agent shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided entered into an Intercreditor Agreement in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, form and (vi) granted by any Subsidiary substance satisfactory to the BorrowerCollateral Agent and the Majority Holders.

Liens. The Borrower VHS Holdco I will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any Indebtedness property or assets (real or personal, tangible or intangible) now or hereafter owned by VHS Holdco I or any of its Subsidiaries or upon any Member which is an asset income or revenues or rights in respect thereof, provided that the provisions of this Section 9.01 shall not prevent the creation, incurrence, assumption or existence of the Borrowerfollowing Liens (collectively, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens "Permitted Liens"): (i) granted by the Borrower to the trustee pursuant to either IndentureLiens for taxes, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing assessments or governmental charges or levies not yet due and payable or Liens for the purpose of making loans to Member power supply systems taxes, assessments or loans to Members for bulk power supply projects governmental charges or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes levies being contested in good faithfaith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (ii) landlords', carriers', warehousemen's, materialmen's, repairmen's, construction and mechanics' Liens and other similar Liens arising in the ordinary course of business, and (ivx) other than which do not in favor the aggregate materially detract from the value of VHS Holdco I's or such Subsidiary's property or assets or materially impair the use thereof in the operation of the PBGC, created by business of VHS Holdco I's or resulting from any legal proceedings such Subsidiary or (including legal proceedings instituted by the Borrower or any Subsidiaryy) which are being contested in good faith by appropriate proceedings, and in respect of which, if applicable, VHS Holdco I or any of its Subsidiaries shall have set aside on its books reserves in accordance with GAAP; (iii) Liens in existence on the Initial Borrowing Date which are listed, and the property subject thereto described, in Schedule 9.01(iii) plus renewals, refinancings and extensions of such Liens; provided that (x) the Indebtedness secured by such Liens is permitted under Section 9.04(ii) and (y) any such renewal, refinancing or extension does not encumber any assets or properties of VHS Holdco I or any additional assets or properties of VHS Holdco II or any of its Subsidiaries; (iv) Permitted Encumbrances; (v) Liens created pursuant to the Credit Documents; (vi) leases or subleases granted to other Persons not materially interfering with the conduct of the business of VHS Holdco II or any of its Subsidiaries; (vii) Liens (A) upon assets subject to Capitalized Lease Obligations, (B) created pursuant to purchase money mortgages or security interests or (C) placed upon real estate, equipment or machinery at the time of acquisition or construction thereof by VHS Holdco II or any of its Subsidiaries or within 270 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase price thereof, in each case to the extent such Capitalized Lease Obligations or the other Indebtedness secured by Liens, as the case may be, are permitted by Section 9.04(iii), provided that (x) such Liens only serve to secure the payment of Indebtedness arising under such Capitalized Lease Obligation, such purchase money mortgages or security interests or incurred to finance the acquisition or construction of such real estate, equipment or machinery, as the case may be, and (y) the Lien encumbering the real estate, equipment, machinery or asset giving rise to the purchase money mortgage security interest or the asset giving rise to the Capitalized Lease Obligation, as the case may be, does not encumber any asset of VHS Holdco I or any other asset of VHS Holdco II or any of its Subsidiaries; (viii) zoning restrictions, easements, trackage rights, licenses, special assessments, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of VHS Holdco I or any of its Subsidiaries; (ix) Liens arising from precautionary UCC financing statement filings in respect of operating leases; (x) statutory and common law landlords' liens under leases to which VHS Holdco I or any of its Subsidiaries is a party; (xi) Liens (other than Liens created or imposed under ERISA) incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations, and pledges and deposits securing liability for reimbursement or indemnification obligations of (including appeals obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to VHS Holdco I or any of its Subsidiaries or to secure the performance of tenders, trade contracts, leases, statutory obligations, surety bonds, bids, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business including those incurred to secure health, safety and environmental obligations in the ordinary course of business (in each case exclusive of obligations in respect of the payment for borrowed money); (xii) Liens arising out of judgments as to or awards (including Liens securing Contingent Obligations on surety and appeal bonds relating thereto) in respect of which VHS Holdco I or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings, provided that the aggregate amount of all such judgments or awards does not exceed $35,000,000 at any time outstanding; (xiii) Liens arising from ground leases entered into pursuant to Section 9.02(xvi). (xiv) Liens on property or assets acquired pursuant to a Permitted Acquisition effected pursuant to Section 9.02(ix), or on property or assets of a Subsidiary of VHS Holdco II in existence at the time such property or assets are acquired pursuant to such Permitted Acquisition, provided that (i) any Indebtedness that is secured by such Liens is permitted to exist under Section 9.04(xix) and (ii) such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition and do not attach to any asset of VHS Holdco I or any other asset of VHS Holdco II or any of its Subsidiaries; (xv) deposits required to be made in connection with any proposed acquisition to the extent that the aggregate principal amount of all such deposits outstanding at any time shall have been issued, and adequate reserves shall have been established, not exceed $20,000,000; (vxvi) created by Liens that are contractual rights of set-off (i) relating to the Borrower to secure Guarantees by establishment of depository relations with banks not given in connection with the Borrower incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of VHS Holdco I or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the interest ordinary course of business of VHS Holdco II and its Subsidiaries or (iii) relating to purchase orders or other agreements entered into with customers of VHS Holdco II or any of its Subsidiaries in the ordinary course of business; (xvii) Liens arising out of sale leaseback transactions permitted under Section 9.02(xiv), so long as such Liens attach only to the property sold and being leased in the respective transaction and any accessions thereto or proceeds thereof and related property; (xviii) Liens securing obligations in respect of trade-related letters of credit permitted under Sections 9.04(xxii) and (xxv) and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof; (xix) licenses of intellectual property granted in the ordinary course of business in a manner consistent with past practice; (xx) 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; (xxi) Liens upon specific items of inventory or other goods (and proceeds thereof) of VHS Holdco II or any of its Subsidiaries securing such person's obligations in respect of bankers' acceptances issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods; (xxii) Liens on the assets of a Foreign Subsidiary that do not constitute Collateral and which secure Indebtedness of such Foreign Subsidiary that is excludable from not otherwise secured by a Lien on the gross income Collateral under the Credits Documents and that is permitted to be incurred under Section 9.04(xxvi); (xxiii) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights; and (xxiv) other Liens, provided that the aggregate fair market value of all assets subject to such Liens does not at any time exceed $10,000,000. Notwithstanding the foregoing no Liens shall be permitted to exist, directly or indirectly, on any Pledge Agreement Collateral, other than Liens in favor of the recipient thereof for Federal income tax purposes as provided in Collateral Agent and Liens permitted under Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(29.01(i), (4), (5), (6), (8), (9), (10ii) or (12) of the Internal Revenue Code or Section 103(b)(4)(Dxxiii), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrower.

Liens. The Parent and Borrower will not, and will not create permit any of their Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any Indebtedness Collateral, whether now owned or hereafter acquired, or sell any such Collateral subject to an understanding or agreement, contingent or otherwise, to repurchase such Collateral (including sales of accounts receivable with recourse to the Parent or any of its Subsidiaries), or assign any right to receive income or permit the filing of any Member which is an asset financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 9.01 shall not prevent the creation, incurrence, assumption or existence of the Borrower, now existing following (Liens described below are herein referred to as “Permitted Liens”): (a) inchoate Liens for Taxes not yet due and payable or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes Taxes being contested in good faithfaith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (b) Liens imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (ivx) other than which do not in favor the aggregate materially detract from the value of the PBGC, created by Collateral and do not materially impair the use thereof in the operation of the business of the Parent or resulting from any legal proceedings such Subsidiary or (including legal proceedings instituted by the Borrower or any Subsidiaryy) which are being contested in good faith by appropriate proceedings, including appeals which proceedings (or orders entered in connection with such proceedings) have the effect of judgments as to which a stay of execution shall have been issued, and adequate reserves shall have been established, (v) created by preventing the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which is excludable from the gross income forfeiture or sale of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred Collateral subject to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the Borrower.such Lien;

Liens. The No Borrower will not create create, incur, assume, or suffer to exist, and no Borrower will permit any of such Person's Subsidiaries to exist create, incur, assume, or suffer to exist, any Lien on in or with respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Borrower's or such Subsidiary's assetsproperty or assets (including, but not limited to, the Collateral), whether now owned or hereafter acquired, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members following (collectively, "Permitted Liens"): (A) Liens for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not yet delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to for which a stay of execution shall adequate reserves have been issuedset aside in conformity with GAAP; (B) statutory inchoate Liens in connection with workmen's compensation, unemployment insurance, or other social security obligations; (C) mechanic's, ▇▇▇▇▇▇▇'▇, materialman's, landlord's, carrier's, or other similar Liens arising in the ordinary course of business with respect to obligations that are not past due or that are being contested in good faith for which adequate reserves have been set aside in conformity with GAAP; (D) Liens created by deposits of cash to secure the performance of bids, tenders, contracts or leases entered into in the ordinary course of business, or to secure surety or similar bonds that a Borrower or a Subsidiary of a Borrower is required to obtain under licenses or contracts entered into in the ordinary course of business; (E) encumbrances in the nature of (1) zoning restrictions, (2) easements, and adequate reserves shall have been established(3) restrictions of record on the use of real property, which in each case do not materially detract from the value of the encumbered property or materially interfere with the ordinary conduct of business of any Borrower or any Subsidiary of any Borrower; (vF) Liens created under the Security Documents or hereunder in favor of Agent for the benefit of itself, Issuing Bank and Lenders; (G) Liens in respect of Capitalized Lease Obligations incurred by the any Borrower to secure Guarantees the extent permitted by the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), 6.18 hereof; (H) or purchase money security interests (limited to the asset being acquired) with respect to Indebtedness incurred by a Borrower to the extent permitted by Section 6.18 hereof; (I) Summit's existing first priority mortgage lien in the Premises, the First Mortgage Account, and fixtures securing Summit's first mortgage loan with respect thereto, which shall be superior in priority to the Liens granted to Agent under the Security Documents, and liens in other assets of Borrowers, securing such first mortgage loan which shall be subordinate to the Liens granted to the Agent under the Security Documents; and (J) liens on assets of the Internal Revenue Code of 1954, as amended, and (vi) granted any Foreign Subsidiary with respect to Indebtedness incurred by any a Foreign Subsidiary to the Borrowerextent permitted by Section 6.18 hereof. No Borrower will, and no Borrower will permit any of such Person's Subsidiaries to, agree with any Person to restrict such Person's ability to grant mortgages, pledges, liens, or other encumbrances upon, or security interests in, any of its property or assets.

Liens. The Borrower will not create Create, incur, assume or permit suffer to exist any Lien on upon any of its property, assets or with respect revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Indebtedness Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of any Member the obligations secured or benefited thereby is permitted by Section 8.03(a); (c) Liens consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of the Borrower or the Subsidiaries to use such assets in their respective businesses, and none of which is an asset of the Borrower, now violated in any material respect by existing or hereafter createdproposed structures or land use; (d) Liens for taxes, assessments, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, other governmental charges which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes which are being contested in good faithfaith and for which adequate reserves have been established; (e) statutory Liens of landlords, mechanics, materialmen, warehousemen, carriers, or other similar statutory Liens for which no filing or perfection has been made and which secure obligations that (ivi) other than are not yet due and are incurred in favor the ordinary course of the PBGC, created by business or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiaryii) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to which a stay of execution shall have been issuedproceedings diligently pursued, and for which adequate reserves shall have been established, ; (vf) created by the Borrower Liens resulting from good faith deposits to secure Guarantees by payments of workers’ compensation, unemployment insurance or other social security programs or to secure the Borrower performance of Indebtednesstenders, the interest on which is excludable from the gross income statutory obligations, surety and appeal bonds, bids, or contracts (other than for payment of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2Debt), or leases made in the ordinary course of business; (4), (5), (6), (8), (9), (10g) Liens securing Indebtedness permitted by Section 8.03(f) or (12g), provided, that (i) such Liens do not encumber any property other than the property for which such Indebtedness was incurred and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Internal Revenue Code property being acquired on the date of acquisition; and (h) other Liens securing Indebtedness or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by other obligations permitted hereunder in an aggregate outstanding amount not exceeding $5,000,000 at any Subsidiary to the Borrowertime.

Liens. The Borrower It will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of Property now owned by it, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on or with respect to any Property of such Subsidiary's assets, except Liens any Obligor existing on the date hereof and set forth in Schedule 9.02; provided that (i) granted by the Borrower no such Lien shall extend to the trustee pursuant to either Indenture, any other Property of such Obligor and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(g); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral described in Section 9.01(g); (d) Liens imposed by Law which were incurred in the borrowings under either Indenture Ordinary Course of Business, including (it being understood that but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ liens, liens relating to leasehold improvements and other similar liens arising in the Borrower can not pledge such assets to an extent greater than 150% Ordinary Course of the aggregate principal amount of such Indebtedness) Business and which Liens secure amounts (i) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryii) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required substantially in accordance with GAAP; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (h) banker’s liens, (v) created by rights of setoff and similar Liens incurred in the Borrower Ordinary Course of Business and arising in connection with the Obligors’ deposit accounts or securities accounts held at financial institutions solely to secure Guarantees by payment of fees and similar costs and expenses of such financial institutions with respect to such accounts; (i) Liens in connection with transfers permitted under Section 9.09; (j) any judgment lien or lien arising from decrees or attachments not constituting an Event of Default; (k) leases or subleases of real property granted in the Borrower Ordinary Course of IndebtednessBusiness, and leases, subleases, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the interest Ordinary Course of Business; (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods, not securing an amount in the aggregate in excess of $250,000 at any given time; (m) Liens on which is excludable from the gross income a deposit account of the recipient thereof for Federal income tax purposes as provided Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 103(a9.01(j); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; (o) Liens securing Indebtedness permitted under Section 9.01(l); provided that (i) such Liens are restricted solely to the collateral described in Section 9.01(l) and (ii) such Liens shall be subject to an intercreditor agreement that is satisfactory to the Administrative Agent in its sole discretion; and (p) Liens on any property of any Obligor with respect to any Title IV Plan or Multiemployer Plan not in violation of Section 9.17; provided that no Lien otherwise permitted under any of the Internal Revenue Code or foregoing Section 103(a9.02 (excluding Section 9.02(a)) of the Internal Revenue Code of 1954, as amended, (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred shall apply to benefit a Member for one of the purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to the BorrowerMaterial Intellectual Property.

Liens. The Borrower Company covenants and warrants that it will not create or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtednessnot, and the Borrower will not permit any Subsidiary to create create, assume or permit suffer to exist any Lien on or with respect to upon any of such Subsidiary's its property or assets, except Liens whether now owned or hereafter acquired; provided that this paragraph 6C shall not apply to the following: (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing Liens for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent yet due or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which that are being actively contested in good faith by appropriate proceedings, including appeals of judgments as to proceedings and for which a stay of execution shall adequate reserves have been issuedestablished in accordance with GAAP; (ii) other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (a) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and adequate reserves (b) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (iii) easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of the Company or any of its Subsidiaries; (iv) Liens securing the Notes; (v) Liens on fixed assets securing the loans or capital leases pursuant to paragraph 6B(xi) hereof, provided that such Lien only attaches to the property being acquired or leased; (vi) Liens on the Receivables Related Assets in connection with the Permitted Receivables Facility securing the obligations under the Permitted Receivables Facility; and (vii) any other Liens, to the extent not otherwise permitted pursuant to subparts (i) through (vi) hereof, so long as the aggregate amount of Priority Indebtedness does not exceed at any time, for the Company and all Subsidiaries, an amount equal to twenty percent (20%) of Consolidated Total Assets; provided, however, that no Liens that secure any obligations of the Company under the Primary Credit Facility, the NYLIM Note Purchase Agreement, the 2012 Senior Note Purchase Agreement, the 2015 Senior Note Purchase Agreement, the Nordson Holdings S.a.r.l. Credit Agreement, the 2015 Term Loan Agreement, the 2017 Term Loan Agreement, the 2018 Term Loan Agreement or the Company-BTMU Debt, shall have been establishedbe permitted under this clause (vii). The Company shall not, and shall not permit any Subsidiary (other than the Receivables Subsidiary) to, enter into any Material Indebtedness Agreement (other than any contract or agreement entered into in connection with the Indebtedness permitted to be incurred pursuant to paragraph 6B(ii), (iii), (iv), (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness), the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954(vi), as amended(vii), (viii), (ix), (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2), (4xi), (5xiv), (6), (8), (9), (10) or (12xv) hereof that would prohibit the holders of the Internal Revenue Code Notes from acquiring a security interest, mortgage or Section 103(b)(4)(D)other Lien on, (E)or a collateral assignment of, (F), (G), (H) or (J) any of the Internal Revenue Code property or assets of 1954, as amended, and (vi) granted by the Company or any Subsidiary to the Borrowerof Subsidiaries.

Liens. The Borrower Such Obligor will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property now owned by it, or with assign or sell any income or revenues (including accounts receivable) or rights in respect to any Indebtedness of any Member which is an asset of thereof, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to any asset of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiaryof its Subsidiaries existing on the date hereof and set forth in Schedule 7.13(b); provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under clauses (f) and (h) of Section 9.01; provided that such Liens are restricted solely to the collateral described in such clause (f) or (h), as applicable; (d) Liens imposed by Law which were incurred in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any Law and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 Obligors; (h) with respect to any real property, (vi) created such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to Laws; and (iii) rights of expropriation, access or use or any similar right conferred or reserved by or in any Law, which, in the aggregate for (i), (ii) and (iii), are not material, and which 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 Obligors; (i) bankers’ liens, rights of setoff and similar Liens incurred on deposits made in Deposit Accounts in the ordinary course of business; (j) Liens consisting of judgment or judicial attachment Liens (other than for the payment of Taxes) in respect of judgments, the existence of which do not constitute an Event of Default under Section 11.01(i); (k) licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted by the Borrower or its Subsidiaries to secure Guarantees third parties in the ordinary course of business and not prohibited by the Borrower terms hereof or any other Loan Document, including, without limitation, Section 9.13(b); and (l) Liens securing Indebtedness permitted under Section 9.01(i); provided that no Lien otherwise permitted under any of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, clauses (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2c), (4g), (5), (6), (8), (9), (10h) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vii) granted by above shall apply to any Subsidiary to the BorrowerMaterial Intellectual Property.

Liens. The Borrower will shall not, and shall not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien or security interest on any property or with asset now or in the future owned by it or such Subsidiary, or assign or sell any income or revenues (including accounts receivable) or rights in respect to any Indebtedness of any Member which is an asset of thereof, except for the Borrower, now existing or hereafter created, or any collateral following: (a) Liens securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on any property or with respect to any asset of such Subsidiary's assets, except Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiaryof its Subsidiaries existing on the Closing Date and set forth in Schedule 7.13; provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(f); provided that such Liens do not at any time encumber any assets other than the assets financed by such Indebtedness; (d) ▇▇▇▇▇ imposed by Law arising in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operations of the business of the Borrower or any Subsidiary or (y) are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any Law and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 the Borrower or any of its Subsidiaries; (h) with respect to any real property, (vi) created such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the Borrower original owner of such real property pursuant to secure Guarantees Laws; and (iii) rights of expropriation, access or use or any similar right conferred or reserved by or in any Law, which, in the Borrower of Indebtedness, the interest on which is excludable from the gross income of the recipient thereof aggregate for Federal income tax purposes as provided in Section 103(a) of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, clauses (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2i), (4ii) and (iii) above, are not material, and which 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 the Borrower or any of its Subsidiaries; (i) bankers’ Liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (j) Liens securing Indebtedness permitted under Section 9.01(j); provided that (i) such Lien is not created in contemplation of or in connection with the applicable Permitted Acquisition, (5), (6), (8), (9), (10ii) such Lien shall not apply to any other property or (12) asset of the Internal Revenue Code Borrower or Section 103(b)(4)(D), (E), (F), (G), (H) any of its Subsidiaries other than the property or (J) of the Internal Revenue Code of 1954, as amendedasset being acquired pursuant to such Permitted Acquisition, and (viiii) granted by any Subsidiary such Lien shall secure only those obligations that it secured immediately prior to the Borrowerconsummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (k) Deposits with landlords to secure performance of lease obligations, or to secure letters of credit in favor of landlords permitted under Section 9.01(l), not exceeding Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate at any given time; provided that no Lien otherwise permitted under any of clauses (b) through (i) above shall apply to any Material Intellectual Property.

Liens. The Borrower will not create Create, incur, assume or permit to exist exist, directly or indirectly, any Lien on any property now owned or with hereafter acquired by it or on any income or revenues or rights in respect to any Indebtedness of any Member which is an asset of the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any of such Subsidiary's assetsthereof, except the following (collectively, the “Permitted Liens”): (a) Liens (i) granted by the Borrower to the trustee pursuant to either Indenture, (ii) on any such Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members Taxes not yet due and payable and Liens for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood Taxes that the Borrower can not pledge such assets to an extent greater than 150% of the aggregate principal amount of such Indebtedness) and which Liens secure amounts not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor of the PBGC, created by or resulting from any legal proceedings (including legal proceedings instituted by the Borrower or any Subsidiary) which are being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves have been established in accordance with GAAP; (b) Liens in respect of property of any Group Member imposed by Requirements of Law, (i) which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business or otherwise pertaining to Indebtedness permitted under Section 6.01(f) and (h) which do not in the aggregate materially detract from the value of the property of the Group Members, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Group Members, taken as a whole, and which, if they secure obligations that are then more than 30 days overdue and unpaid, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, or (ii) arising mandatorily on the assets of any Foreign Subsidiary; (c) any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) does not secure an aggregate amount of Indebtedness, if any, greater than the amount of such Indebtedness secured on the Closing Date or any Permitted Refinancing thereof and (ii) does not encumber any property in a material manner other than the property subject thereto on the Closing Date and any proceeds therefrom (any such Lien, an “Existing Lien”); (d) easements, rights-of-way, restrictions (including zoning restrictions), covenants, conditions, licenses, encroachments, protrusions and other similar charges or encumbrances, and title deficiencies on or other irregularities with respect to any Real Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness or (ii) individually or in the aggregate materially interfering with the ordinary conduct of the business and operations of the Group Members at such Real Property and the value, use and occupancy thereof; (e) Liens to the extent arising out of judgments, orders, attachments, decrees or awards not resulting in an Event of Default; (f) Liens (x) imposed by Requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, (y) incurred to secure the performance of appeal bonds or incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs bonds and statutory bonds, bids, leases (including deposits with respect thereto), government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (i) with respect to subclauses (x), (y) and (z) of this clause (f), such Liens are for amounts not yet due and payable or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings or orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such Lien and (ii) to the extent such Liens are not imposed by Requirements of Law, such Liens shall in no event encumber any property other than cash and cash equivalents (including Cash Equivalents); (g) Leases, subleases, licenses and sublicenses of any Property (other than Intellectual Property) of any Group Member granted by such Group Member to third parties, in each case entered into in the ordinary course of such Group Member’s business; (h) any interest or title of a lessor, sublessor, licensor, sublicensor, licensee or sublicensee under any lease, sublease, license or sublicense not prohibited by this Agreement or the other Security Documents; (i) Liens which may arise as a result of municipal and zoning codes and ordinances, building and other land use laws imposed by any Governmental Authority which are not violated in any material respect by existing improvements or the present use or occupancy of any real property, or in the case of any Material Property subject to a Mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by, the Administrative Agent; (j) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Group Member in the ordinary course of business in accordance with the past practices of such Group Member; (k) Liens securing Indebtedness incurred pursuant to Section 6.01(e); provided that (other than with respect to any Sale Leaseback Transaction) any such Liens attach only to the property being financed pursuant to such Indebtedness; (l) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Group Member, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including appeals those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of judgments law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (m) Liens on property or assets of a person existing at the time such person or asset is acquired or merged with or into or consolidated with any Group Member to the extent not prohibited hereunder (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon or pursuant to an after-acquired property clause in the applicable security documents) and are no more favorable (as reasonably determined by the Borrower) to which the lienholders than such existing Lien; (n) (i) Liens granted pursuant to the Security Documents to secure the Secured Obligations (including Indebtedness incurred pursuant to Section 2.20, Section 2.21, Section 2.22 and Section 2.23 hereof) and (ii) any Liens securing Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and Permitted Junior Refinancing Debt (in each case, to the extent permitted pursuant to the terms of such definition); provided, in each case, that such Liens are subject to any subordination or intercreditor requirements set forth in the applicable definitions referenced above in this Section 6.02(n); (o) licenses and sublicenses of Intellectual Property granted by any Group Member in the ordinary course of business or not interfering in any material respect with the ordinary conduct of business of the Group Members; (p) the filing of UCC (or equivalent) financing statements solely as a stay precautionary measure in connection with operating leases or consignment of execution shall have been issued, and adequate reserves shall have been established, goods; (q) [reserved]; (r) [reserved]; (s) Liens attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with an Investment permitted by Section 6.03 (other than Section 6.03(i)); (t) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; (u) Liens granted by a Restricted Subsidiary (i) that is not a Credit Party in favor of any other Restricted Subsidiary in respect of Indebtedness or other obligations owed by such Restricted Subsidiary to such other Restricted Subsidiary or (ii) in favor of any Credit Party; (v) created by Liens on insurance policies and the Borrower proceeds thereof granted in the ordinary course of business to secure Guarantees by the Borrower financing of Indebtednessinsurance premiums with respect thereto under Section 6.01(k); (w) Liens (i) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), the interest on which is excludable from the gross income Liens are in favor of the recipient thereof for Federal income tax purposes seller or shipper of such goods or assets and only attach to such goods or assets, and (ii) in favor of customs and revenue authorities arising as provided a matter of law to secure payment of customs duties in Section 103(a) connection with the importation of the Internal Revenue Code or Section 103(a) of the Internal Revenue Code of 1954, as amended, goods; (x) Liens of a any Group Member which is a state or political subdivision thereof or with respect to Indebtedness and other obligations that do not in the aggregate exceed the greater of $23,500,000 and 15% of Consolidated EBITDA for the most recently ended Test Period at any time; (y) Liens on assets or property of Restricted Subsidiaries that are not Credit Parties securing Indebtedness and other obligations of such Restricted Subsidiary that is not a state or political subdivision thereof Credit Party permitted to be incurred pursuant to benefit Section 6.01 (so long as such Liens do not extend to the assets of any Credit Parties); (z) Liens on (A) Receivables Assets and related assets incurred in connection with a Member for one Receivables Facility and (B) Securitization Assets and related assets arising in connection with a Qualified Securitization Financing, in each case, in compliance with Section 6.05(g); (aa) Liens securing Indebtedness incurred pursuant to Section 6.01(g) (so long as such Liens secure only the same assets (and any after acquired assets pursuant to any afteracquired property clause in the applicable security documents) and the same Indebtedness that such Liens secured, immediately prior to the assumption of such Indebtedness, and so long as such Liens were not created in contemplation of such assumption) and (u) (to the extent permitted to be secured, and on the lien priorities described, by the terms thereof); (bb) Liens on cash advances in favor of the purposes provided seller of any property to be acquired in an Investment permitted pursuant to Section 142(a)(2)6.03 to be applied against the purchase price for such Investment; (cc) Liens on Equity Interests (i) deemed to exist in connection with any options, (4)put and call arrangements, (5), (6), (8), (9), (10) rights of first refusal and similar rights relating to Investments in Persons that are not Restricted Subsidiaries of Holdings or (12ii) of the Internal Revenue Code any joint venture or Section 103(b)(4)(D)similar arrangement pursuant to any joint venture or similar arrangement; and (dd) restrictions on dispositions of assets to be disposed of pursuant to merger agreements, (E)stock or asset purchase agreements and similar agreements, (F)in each case, (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary solely to the Borrowerextent such disposition would be permitted pursuant to the terms hereof.

Liens. The Borrower It will not, and will not create permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on or with respect to any Indebtedness of any Member which is an asset of Property now owned by it, except: (a) Liens securing the Borrower, now existing or hereafter created, or any collateral securing any such Indebtedness, and the Borrower will not permit any Subsidiary to create or permit to exist Obligations; (b) any Lien on or with respect to any Property of such Subsidiary's assets, except Liens any Obligor existing on the date hereof and set forth in Schedule 7.13B; provided that (i) granted by the Borrower no such Lien shall extend to the trustee pursuant to either Indenture, any other Property of such Obligor and (ii) on any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness granted by the Borrower to secure any borrowing for the purpose of making loans to Member power supply systems or loans to Members for bulk power supply projects or loans to Members for the purpose of providing financing to telephone and related systems eligible to borrow from the RUS, which borrowing or borrowings permitted under Section 9.01(g); provided that such Liens are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous restricted solely to the Borrower's unsecured creditors than collateral described in Section 9.01(g); (d) Liens imposed by Law which were incurred in the borrowings under either Indenture Ordinary Course of Business, including (it being understood that but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Borrower can not pledge such assets to an extent greater than 150% Ordinary Course of the aggregate principal amount of such Indebtedness) Business and which Liens secure amounts (i) do not exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of current taxes not delinquent or a security for taxes being contested in good faith, (iv) other than in favor materially detract from the value of the PBGC, created by Property subject thereto or resulting from any legal proceedings materially impair the use thereof in the operations of the business of such Person or (including legal proceedings instituted by the Borrower or any Subsidiaryii) which are being contested in good faith by appropriate proceedings, including appeals which proceedings have the effect of judgments preventing the forfeiture or sale of the Property subject to such Liens and for which adequate reserves have been made if required substantially in accordance with GAAP; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, grant applications, Contracts, leases, surety, performance and appeal bonds, workers’ compensation, unemployment insurance or other similar social security or employment Laws; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as to which a stay of execution shall be required by GAAP shall have been issuedmade; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and adequate reserves shall have been establishedwhich 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 any of the Obligors; ‑84‑ (h) bankers’ Liens, (v) created by rights of setoff and similar Liens incurred on deposits in the Borrower Ordinary Course of Business or otherwise arising in connection with the Obligors’ Deposit Accounts or Securities Accounts or credit card programs held at financial institutions to secure Guarantees by payment of fees and similar costs and expenses of such financial institutions with respect to such accounts or programs; (i) Liens in connection with transfers permitted under Section 9.09; (j) any judgment Lien or Lien arising from decrees or attachments not constituting an Event of Default; (k) leases or subleases of real property granted in the Borrower Ordinary Course of IndebtednessBusiness, and leases, subleases, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the interest Ordinary Course of Business; (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods, not securing an amount in the aggregate in excess of $500,000 at any given time; (m) Liens on which is excludable from the gross income a Deposit Account of the recipient thereof for Federal income tax purposes as provided Obligors and the cash and Permitted Cash Equivalent Investments therein, in each case, securing Indebtedness described in Section 103(a9.01(l); (n) Liens on cash collateral securing reimbursement obligations in respect of Indebtedness permitted under Section 9.01(s); (o) Liens on insurance policies and the proceeds thereof securing the financing of the Internal Revenue Code or Section 103(apremiums with respect thereto; (p) other Liens securing other obligations to the extent permitted hereby not to exceed $500,000 in an aggregate principal amount at any time outstanding; and (q) Permitted Licenses; provided that no Lien otherwise permitted under any of the Internal Revenue Code of 1954, as amended, foregoing Sections 9.02 (x) of a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred to benefit a Member for one of the purposes provided in Section 142(a)(2excluding Sections 9.02(a), (49.02(b) and 9.02(q), (5), (6), (8), (9), (10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of the Internal Revenue Code of 1954, as amended, and (vi) granted by shall apply to any Subsidiary to the BorrowerMaterial Intellectual Property.