Common use of Liens Clause in Contracts

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property now owned by it, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 shall be required by IFRS shall have been made; (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 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 any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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 in the Ordinary Course of Business; (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(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 foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IP.

Liens. Each Obligor will not, and The Borrower will not permit any of its Subsidiaries to, create, incur, assume create or permit to exist any Lien on or with respect to any Property Indebtedness of any Member which is an asset of the Borrower, now owned by itexisting or hereafter created, except: (a) Liens or any collateral securing any such Indebtedness, and the Obligations; (b) Borrower will not permit any Subsidiary to create or permit to exist any Lien on or with respect to any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that such Subsidiary's assets, except Liens (i) no such Lien shall extend granted by the Borrower to any other Property of such Obligor and the trustee pursuant to either Indenture, (ii) on any such Lien shall Indebtedness granted by the Borrower to secure only those obligations 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 secures on being understood that the Original Closing Date and extensions, renewals and replacements thereof that do Borrower can not increase pledge such assets to an extent greater than 150% of the outstanding aggregate principal amount thereof; (cof such Indebtedness) 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); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do Liens secure amounts not exceeding $500,000,000 in the aggregate materially detract from the value 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 Property subject thereto PBGC, created by or materially impair resulting from any legal proceedings (including legal proceedings instituted by the use thereof in the operations of the business of such Person Borrower or (iiany Subsidiary) which are being contested in good faith by appropriate proceedings, including appeals of judgments as to which proceedings have the effect a stay of 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 shall be required by IFRS execution shall have been made; (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 materialissued, and adequate reserves shall have been established, (v) created by the Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on which do not in any case materially detract is excludable from the value gross income of the Property subject thereto or materially interfere with the ordinary conduct recipient thereof for Federal income tax purposes as provided in Section 103(a) of the business of any Internal Revenue Code or Section 103(a) of the Obligors; Internal Revenue Code of 1954, as amended, (hx) bankers’ Liens, rights of setoff and similar Liens a Member which is a state or political subdivision thereof or (y) of a state or political subdivision thereof incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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 benefit 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 a Deposit Account Member for one of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described purposes provided in Section 9.01(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 foregoing Sections 9.02(b142(a)(2), (c4), (d5), (e6), (g8), (9), (h10) or (12) of the Internal Revenue Code or Section 103(b)(4)(D), (iE), (kF), (lG), (H) or (mJ) shall apply of the Internal Revenue Code of 1954, as amended, and (vi) granted by any Subsidiary to any Material Intellectual Property and any Material WaveForm IPthe Borrower.

Liens. Each Obligor The Borrower will not, and nor will not it permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien in, of or on the Property of the Borrower or any Property now owned by itof its Subsidiaries, except: (ai) Liens securing for taxes, assessments or governmental charges or levies on its Property if the Obligationssame shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside on its books; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Businesslaw, including (but not limited to) such as carriers’, warehousemen’s, landlords’ ’s and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens arising in the Ordinary Course ordinary course of Business and business which (i) do secure payment of obligations not in the aggregate materially detract from the value of the Property subject thereto more than 60 days past due or materially impair the use thereof in the operations of the business of such Person or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens and for which adequate reserves shall have been made if required substantially in accordance with IFRSset aside on its books; (eiii) Liens, Liens arising out of pledges or deposits made in the Ordinary Course of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, under workers’ compensationcompensation laws, unemployment insurance insurance, old age pensions, or other similar social security or retirement benefits, or similar legislation; (fiv) 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 shall be required by IFRS shall have been made; (g) servitudes, easements, rights of wayEasements, restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a 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, character and which do not in any case materially detract from material way affect the value marketability of the Property subject thereto same or materially interfere with the ordinary conduct of use thereof in the business of any of the ObligorsBorrower or its Subsidiaries; (hv) bankers’ Liens, rights of setoff and similar Liens incurred on Projects existing on the date hereof which secure Indebtedness as described in the Ordinary Course of Business and Schedule 2 hereto; and (vi) Liens other than Liens described in subsections (i) through (iv) above arising in connection with the Obligors’ 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; (i) Liens in connection with transfers any Indebtedness 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 in the Ordinary Course of Business; (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(l); (n) Permitted Licenses solely hereunder to the extent that such Permitted License would constitute Liens will not result in a Lien; and (o) Default in any of Borrower’s covenants herein. Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) this Section 6.16 shall apply be deemed to any Material Intellectual Property and any Material WaveForm IPbe “Permitted Liens”.

Liens. Each Obligor Borrower will not, and will not permit any of its the Restricted Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any Property property or assets (real or personal, tangible or intangible) of Borrower or any of its Restricted Subsidiaries, whether now owned by it, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13Bor hereafter acquired; provided that the provisions of this Section 10.01 shall not prevent the creation, incurrence, assumption or existence of, or any filing in respect of, the following (▇▇▇▇▇ described below are herein referred to as “Permitted Liens”): (i) no such Lien shall extend to any other Property Liens for Taxes not yet overdue for 30 days or not yet due and payable or Liens for Taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(horganization); (dii) Liens in respect of property or assets of Borrower or any of its Restricted Subsidiaries imposed by Law law, which were incurred in the Ordinary Course ordinary course of Businessbusiness and do not secure Indebtedness for borrowed money, including (but not limited to) such as carriers’, warehousemen’s, landlords’ contractors’, materialmen’s, repairer’s and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens Liens arising in the Ordinary Course ordinary course of Business business, and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property or assets subject to any such Liens and Lien for which adequate reserves have been made if required substantially established in accordance with IFRSU.S. GAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting principles in their respective jurisdiction of organization); (eiii) LiensLiens (x) in existence on the Closing Date which are listed, pledges and the property subject thereto described, in Schedule 10.01(iii) (or deposits made to the extent not listed on such Schedule 10.01(iii), where the principal amount of obligations secured by such Lien is less than $50,000,000 in the Ordinary Course aggregate) and (y) Liens securing Permitted Refinancing Indebtedness in respect of Business any Indebtedness secured by the Liens referred to in connection clause (x); (iv) (w) Liens created pursuant to the Credit Documents (including Liens securing Designated Interest Rate Protection Agreements or Designated Treasury Services Agreements), (x) Liens securing Obligations (as defined in the ABL Credit Agreement) under the ABL Credit Agreement and the credit documents related thereto and incurred pursuant to Section 10.04(i)(x), including any Interest Rate Protection Agreements, Other Hedging Agreements and Treasury Services Agreements that are guaranteed or secured by the guarantees and security interests thereunder, (y) Liens securing obligations under any ABL Term Incremental Equivalent Debt and any ABL Term Refinancing Debt and, in each case, the credit documents related thereto and incurred pursuant to Section 10.04(i)(y) and (z) Liens securing obligations under the Secured Notes Indenture and the Secured Notes Documents related thereto incurred pursuant to Section 10.04(i)(z); provided that in the case of Liens securing such Indebtedness under the ABL Credit Agreement and/or the Secured Notes Indenture, the ABL Collateral Agent (or other applicable representative thereof on behalf of the holders of such Indebtedness) and/or the Secured Notes Agent (or other applicable representative thereof on behalf of the holders of such Indebtedness) shall have entered into with bidsthe Administrative Agent and/or the Collateral Agent the ABL Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement, grant applications, Contracts, as applicable; (v) leases, appeal bondssubleases, workers’ compensationlicenses or sublicenses (including licenses or sublicenses of software, unemployment insurance technology and other Intellectual Property) granted to other Persons not materially interfering with the conduct of the business of Borrower or any of its Restricted Subsidiaries, taken as a whole; (vi) Liens (x) upon assets of Borrower or any of its Restricted Subsidiaries securing Indebtedness permitted by Section 10.04(iii); provided that such Liens do not encumber any asset of Borrower or any of its Restricted Subsidiaries other than the assets acquired with such Indebtedness and after-acquired property that is affixed or incorporated into such assets and proceeds and products thereof; provided 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 and (y) Liens securing Permitted Refinancing Indebtedness in respect of any Indebtedness secured by the Liens referred to in clause (x); (vii) Liens on Equity Interests of Unrestricted Subsidiaries; (viii) easements, rights-of-way, restrictions (including zoning and other land use restrictions), covenants, conditions, licenses, encroachments, protrusions and other similar charges or encumbrances and title deficiencies, which in the aggregate do not materially interfere with the conduct of the business of Borrower or any of its Restricted Subsidiaries, taken as a whole; (ix) Liens arising from precautionary UCC or other similar social security legislationfinancing statement filings regarding operating leases or consignments entered into in the ordinary course of business; (fx) Liens securing Taxesattachment and judgment Liens, assessments to the extent and other governmental charges, for so long as the payment underlying judgments and decrees do not constitute an Event of which is not yet due or is Default pursuant to Section 11.09 and notices of lis pendens and associated rights related to litigation 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 shall be required by IFRS shall adequate reserves have been made; (gxi) servitudesstatutory, easements, rights of way, restrictions common law and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning contractual landlords’ liens under leases to which Borrower 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 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 any of the Obligorsits Restricted Subsidiaries is a party; (hxii) bankers’ Liens, rights Liens (other than Liens imposed under ERISA or any pension standards legislation of setoff and similar Liens any other applicable jurisdiction) incurred in the Ordinary Course ordinary course of Business and arising business in connection with the Obligorsworkers’ Deposit Accounts or Securities Accounts held at financial institutions solely compensation claims, unemployment insurance and social security benefits and Liens securing leases and obligations permitted pursuant to Section 10.04(xvi) (including (i) those to secure health, safety and environmental obligations and (ii) those required or requested by any Governmental Authority other than letters of credit) incurred in the ordinary course of business; (xiii) Permitted Encumbrances; (A) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Restricted Subsidiary of Borrower in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition and in each case, on after acquired property that is affixed or incorporated into such assets and proceeds and products thereof and other after acquired property to the extent required by the terms thereof (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); provided that (x) any Indebtedness that is secured by such Liens is permitted to exist under Section 10.04, 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 Borrower or any of its Restricted Subsidiaries and (B) Liens securing Permitted Refinancing Indebtedness in respect of any Indebtedness secured by the Liens referred to in clause (A); (xv) deposits or pledges to secure bids, leases and obligations permitted pursuant to Section 10.04(xvi) (including (i) those to secure health, safety and environmental obligations and (ii) those required or requested by any Governmental Authority other than letters of credit), and as security for the payment of fees rent, in each case arising in the ordinary course of business; (xvi) Liens on assets of non-Credit Parties securing Indebtedness of non-Credit Parties permitted pursuant to Section 10.04(viii); (xvii) any interest or title of, and similar costs any Liens created by, a lessor, lessee, sublessor, licensee, sublicensee, licensor or sublicensor under any lease, sublease, license or sublicense agreement (including software and expenses other technology licenses) in the ordinary course of business; (xviii) Liens on property subject to Sale-Leaseback Transactions to the extent such financial institutions Sale-Leaseback Transactions are permitted by Section 10.02(xii); (xix) (x) any encumbrances or restrictions (including, without limitation, put and call agreements) with respect to the Equity Interests of any joint venture or similar arrangement permitted by the terms of this Agreement arising pursuant to the agreement evidencing such accountsjoint venture or similar arrangement and (y) Liens on Equity Interests of any joint venture securing Indebtedness or other obligations of such joint venture; (ixx) Liens in connection with transfers favor of Borrower or any Restricted Subsidiary securing intercompany Indebtedness permitted by Section 10.05; provided that any Liens securing Indebtedness that is required to be subordinated pursuant to Section 10.05 shall be subordinated to the Liens created pursuant to the Security Documents; (xxi) Liens on specific items of inventory or other goods (and proceeds thereof) 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, and pledges or deposits in the ordinary course of business; (xxii) Liens on insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 9.0910.04(x); (jxxiii) Liens that may arise on inventory or equipment of Borrower or any judgment Lien of its Restricted Subsidiaries in the ordinary course of business as a result of such inventory or Lien arising from decrees or attachments not constituting an Event of Defaultequipment being located on premises owned by Persons other than Borrower and its Restricted Subsidiaries; (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; (lxxiv) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom customs duties in connection with the importation of goods in the Ordinary Course ordinary course of Businessbusiness; (mxxv) Liens (i) of a collection bank arising under Section 4-210 of the UCC (or similar provisions of other Requirements of Law) 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 (including the right of set-off) and which are within the general parameters customary in the banking industry; (xxvi) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.05(ii); provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (xxvii) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence or issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrower or any Restricted Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (xxviii) Liens attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition or other Investment permitted hereunder; (xxix) other Liens to the extent securing liabilities with a principal amount not in excess of the greater of $400,000,000 and 40.0% of Consolidated EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of incurrence) in the aggregate at any time outstanding and any Liens securing Permitted Refinancing Indebtedness of any Indebtedness secured by a Lien set forth in this clause; (xxx) Liens on a Deposit Account property or assets of the Obligors Lead Borrower or any of its Restricted Subsidiaries securing obligations in respect of Indebtedness permitted by Sections 10.04(xiii), (xxvii), (xxix), (xxxi) and (xxxiii); (xxxi) cash deposits with respect to any Indebtedness the extent permitted by Section 10.07; (xxxii) Liens on accounts receivable sold in connection with the sale or discount of accounts receivable permitted by Section 10.02(iv); (xxxiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Borrower or any Restricted Subsidiary in the ordinary course of business; (xxxiv) Liens encumbering reasonable 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; (xxxv) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business of Borrower and the Restricted Subsidiaries complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Borrower or any Restricted Subsidiary; (xxxvi) deposits made in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations; (xxxvii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (xxxviii) so long as no Default has occurred and is continuing at the time of granting such Liens, Liens on cash deposits securing any Interest Rate Protection Agreement or Other Hedging Agreement permitted hereunder; (xxxix) Liens arising in connection with any Qualified Securitization Transaction or Receivables Facility with respect to Securitization Assets or Receivables Assets; (xl) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement pursuant to which Indebtedness not prohibited by the indenture is issued (including the indenture under which the notes are to be issued); (xli) leases and subleases of real property that do not materially interfere with the ordinary conduct of the business of Borrower or any of its Restricted Subsidiaries; (xlii) Liens on cash equivalents thereinor Cash Equivalents (and the related escrow accounts) in connection with the issuance into (and pending the release from) escrow of any Indebtedness; (xliii) Liens on property or assets used to redeem, repay, defease or to satisfy and discharge Indebtedness; provided that such redemption, repayment, defeasance or satisfaction and discharge is not prohibited by this Agreement and that such deposit shall be deemed for purposes of Section 10.07 (to the extent applicable) to be a prepayment of such Indebtedness; (xliv) in relation to any Restricted Subsidiaries of Borrower incorporated or formed in Australia (i) a deemed security interest under section 12(3) of the Personal Property Securities Act 2009 (Cth) which does not secure payment or performance of an obligation and (ii) a Lien taken in personal property (as defined in the Personal Property Securities Act 2009 (Cth)) by a seller of that personal property to the extent that it secures the obligation to pay all or part of the purchase price of that personal property, where that personal property is purchased in the ordinary course of the buyer’s business; and (xlv) other ordinary course Liens or Liens consistent with past practice, in each case, securing Indebtedness described in Section 9.01(l); (n) Permitted Licenses solely incidental to the extent that conduct of any Foreign Subsidiaries’ business or the ownership of its property not securing any Indebtedness of such Permitted License would constitute Foreign Subsidiary, and which do not in the aggregate materially detract from the value of such Foreign Subsidiaries’ property when taken as a Lien; and (o) Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under any of whole or materially impair the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IP.use thereof in

Liens. Each Obligor Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property property or asset now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations; (b) any Lien on any Property property or asset of Borrower or any Obligor of its Subsidiaries existing on the Original Closing Date date hereof and set forth in Schedule 7.13B7.13(b); provided that (i) no the scope of the collateral to which such Lien applies shall extend to any other Property of such Obligor not be expanded and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date 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 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); (df) Liens imposed by Law law which were incurred in the Ordinary Course ordinary course of Businessbusiness, including (but not limited to) carriers’, shippers’, landlords’, warehousemen’s, landlords’ materialmen’s, and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens arising in the Ordinary Course ordinary course of Business business and which (ix) 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 (iiy) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens liens and for which adequate reserves have been made if required substantially in accordance with IFRSGAAP; (eg) Liens, pledges or deposits made in the Ordinary Course ordinary course of Business business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (fh) 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 Taxestaxes, 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 shall be required by IFRS GAAP shall have been made; (gj) 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 property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors; (hk) bankerswith respect to any real Property, (A) 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 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’ Liensliens, rights of setoff and similar Liens incurred on deposits made in the Ordinary Course ordinary course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions business; (m) with respect to such accounts; (i) Liens in connection with transfers Patents, Trademarks, Copyrights or other Intellectual Property, licenses and sublicenses permitted under by Section 9.09; (jn) 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 ▇▇▇▇▇▇▇ money deposits in connection with the importation of goods in the Ordinary Course of BusinessPermitted Acquisitions permitted by Section 9.03; (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(l); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; and (o) Liens securing 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 (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 pursuant by Section 9.01(k) in an aggregate amount not to Sections 9.01(r); exceed 105% of the aggregate outstanding amount of such Indebtedness, provided that that, subject to Section 3.02(d) of the 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 foregoing Sections 9.02(b), ) through (c), p) (d), (e), (g), (h), other than clauses (i), (k), (l) or and (m)) shall apply to any Material Intellectual Property and any Material WaveForm IPProperty.

Liens. Each Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property property or asset now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations; (b) any Lien on any Property property or asset of Borrower or any Obligor of its Subsidiaries existing on the Original Closing Date date hereof and set forth in Schedule 7.13B7.13(b); provided that (i) no such Lien shall extend to any other Property property or asset of such Obligor Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (de) Liens imposed by Law law which were incurred in the Ordinary Course ordinary course of Businessbusiness, including (but not limited to) carriers’, warehousemen’s, landlords’ ’s and mechanics’ Liensliens, Liens liens relating to leasehold improvements and other similar liens arising in the Ordinary Course ordinary course of Business business and which (ix) 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 (iiy) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens liens and for which adequate reserves have been made if required substantially in accordance with IFRSGAAP; (ef) Liens, pledges or deposits made in the Ordinary Course ordinary course of Business business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (fg) Liens securing Taxestaxes, 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 shall be required by IFRS GAAP shall have been made; (gh) 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 property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors; (hi) bankers’ Lienswith respect to any real Property, (A) 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 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; 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 ordinary course of Business and arising business; (k) (i) Liens securing Indebtedness permitted in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions reliance on Section 9.01(l), provided that such Liens extend solely to secure payment the assets acquired in such Permitted Acquisition; and (ii) Liens on property acquired in and existing at the time of fees a Permitted Acquisition, provided that such Liens do not attach to any other property of any other Obligor or Subsidiary; and similar costs 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 expenses 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 such financial institutions Default under Section 11.01(l); (n) Liens consisting of cash collateral arrangements made with respect to such accountsletters of credit permitted by Section 9.01(k) but not exceeding the amount of the Indebtedness permitted by Section 9.01(k); (io) 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 in the Ordinary Course of Business; (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(l); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; and (op) Liens securing Indebtedness permitted pursuant the creation of which did not involve Borrower’s or its Subsidiaries’ consensual participation or involvement encumbering assets not to Sections 9.01(r); exceed $50,000 in the aggregate. provided that no Lien otherwise permitted under any of the foregoing (other than Sections 9.02(b), 9.02 (c), (d), (e), (g), (h), (ia), (k), (lm) or and (mo)) shall apply to any Material Intellectual Property and any Material WaveForm IPProperty.

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or permit suffer to exist any Lien on upon the Collateral and any Property of its other property, assets or revenues, whether now owned by itor hereafter acquired, except:except for the following (the “Permitted Liens”): (a) Liens securing the Obligationspursuant to any Loan Document; (b) any Lien on any Property of any Obligor Liens existing on the Original Closing Date and set forth in listed on Schedule 7.13B7.01 and any renewals or extensions thereof; provided that (i) no such Lien shall extend to any other Property of such Obligor and the property, assets or revenues covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any such Lien shall secure only those contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations which it secures on the Original Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofsecured or benefited thereby is permitted by Section 7.02(b); (c) Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens for Taxes not yet due or which are restricted solely to being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the collateral described books of the applicable Person in Section 9.01(h)accordance with GAAP; (d) statutory Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) such as carriers’, warehousemen’s, landlords’ and mechanics’ Liens’, materialmen’s, repairmen’s or other like Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course ordinary course of Business and business which are not overdue for a period of more than thirty (i30) do not in the aggregate materially detract from the value of the Property subject thereto days or materially impair the use thereof in the operations of the business of such Person or (ii) which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, which proceedings have if adequate reserves with respect thereto are maintained on the effect of preventing the forfeiture or sale books of the Property subject to such Liens and for which adequate reserves applicable Person; provided that, a reserve or other appropriate provision shall have been made if required substantially in accordance therefor; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with IFRS;the Securities and Exchange Commission. (e) Liens, pledges or deposits made in the Ordinary Course ordinary course of Business business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or and other similar social security legislation, other than any Lien imposed by ERISA; (f) Liens securing Taxesdeposits to secure the performance of bids, assessments 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 governmental charges, obligations of a like nature incurred in the payment ordinary course 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 shall be required by IFRS shall have been madebusiness; (g) servitudes, easements, rights of rights-of-way, restrictions and other similar encumbrances on affecting 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 property which, in the aggregate, are not materialsubstantial in amount, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligorsapplicable 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 (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; (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 incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions existing solely to secure payment of fees and similar costs and expenses of such financial institutions with respect to such accounts; (i) Liens cash and Cash Equivalents on deposit in connection with transfers permitted under Section 9.09; (j) one or more accounts maintained by the Borrowers or any judgment Lien or Lien arising from decrees or attachments not constituting an Event of Default; (k) leases or subleases of real property granted their Subsidiaries, in each case in the Ordinary Course 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 business in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom duties in connection bank or banks with the importation of goods in the Ordinary Course of Business; (m) Liens on a Deposit Account of the Obligors and the cash and cash equivalents therein, in each casewhich such accounts are maintained, securing Indebtedness described solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in Section 9.01(l)no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (n) Permitted Licenses solely 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 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) Liens on property, assets and revenues of Excluded Subsidiaries securing Indebtedness incurred under Section 7.02(m); (s) Liens on SRECs or Liens in connection with any contract or agreement for the extent that such Permitted License would constitute a Liensale of SRECs; and (ot) other Liens securing Indebtedness permitted pursuant outstanding in an aggregate principal amount not to Sections 9.01(r)exceed $10,000,000; provided that no such Lien otherwise permitted under shall extend to or cover any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPCollateral.

Liens. Each Obligor Subject to the provisions of Article XII relating to permitted contests, Tenant will not, 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 permit 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 its Subsidiaries to(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, createlaborers, incurmaterialmen, assume suppliers or permit to exist any Lien on any Property now owned by itvendors for sums either disputed or not yet due, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i1) no such Lien shall extend to any other Property the payment of such Obligor and sums shall not be postponed under any related contract for more than sixty (ii60) any such Lien shall secure only those obligations which it secures on days after the Original 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(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value completion of the Property subject thereto or materially impair the use thereof in the operations of the business of action giving rise to such Person or (ii) are lien unless being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 Article XII 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, provisions as shall be required by IFRS law or GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions made therefor and other no foreclosure or 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 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 any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions remedies with respect to such accounts; 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 (ix) Liens in connection with transfers permitted under Section 9.09; ten (j10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; or (2) any judgment Lien or Lien arising from decrees or attachments not constituting an Event such liens are in the process of Default; being contested as permitted by Article XII; (kviii) any liens created by Landlord; (ix) liens related to equipment leases or subleases of real property granted equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Ordinary Course of BusinessLeased Property, 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 provided that the payment of custom duties any sums due under such equipment leases or equipment financing shall either (1) be paid as and when due in connection accordance with the importation of goods terms thereof, or (2) be in the Ordinary Course process of Business; 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; (mx) Liens on liens granted as security for the obligations of Tenant and its Affiliates under a Deposit Account Debt Agreement; provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to 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 of its Subsidiaries) in the Obligors and the cash and cash equivalents thereinGaming Licenses (other than, in each case, securing Indebtedness described 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 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 9.01(l11.1) 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); (n) ; 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 solely 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 License would constitute Leasehold Mortgagee) a Lien; and lien on, and any and all lien holders (oincluding a Permitted Leasehold Mortgagee) Liens securing Indebtedness permitted pursuant shall not have the right to Sections 9.01(r)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 no Lien otherwise permitted under 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 foregoing Sections 9.02(b)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 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 (c)a) the 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 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 (d)and to that end, (e)Tenant hereby grants, (g)assigns and transfers to the Landlord a security interest in all right, (h), (i), (k), (l) title or (m) shall apply interest in or to any Material Intellectual 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 the Leased Property (it being understood that nothing herein shall affect the rights of a Permitted Leasehold Mortgagee under Article XVII hereof). At any time and from time to time upon the request of the Landlord, and at the expense of the Tenant, 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 to more fully perfect or renew the rights of the Landlord with respect to the Leased Property. Upon the exercise by the Landlord of any Material WaveForm IPpower, right, privilege or remedy pursuant to this Master Lease which requires any consent, approval, recording, qualification or authorization of 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 obtain from Tenant for such consent, approval, recording, qualification or authorization.

Liens. Each Obligor The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon any Property of its property, revenues or assets, whether now owned by itor hereafter acquired, except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) any Lien purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any Property property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any Obligor existing on part of the Original Closing Date and set forth in Schedule 7.13Bcost of acquiring such property; provided that (i) no any such Lien shall extend attaches to any other Property of such Obligor and property concurrently with or within 20 days after the acquisition thereof, (ii) any such Lien shall secure only those obligations which it secures on attaches solely to the Original Closing Date property so acquired in such transaction, and extensions, renewals and replacements thereof that do not increase (iii) the outstanding principal amount thereofof the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $5,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(e); (c) Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens are restricted solely to for taxes, assessments or other governmental charges or levies not at the collateral described time delinquent or thereafter payable without penalty or being diligently contested in Section 9.01(h)good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (d) Liens imposed by Law which were of carriers, warehousemen, mechanics, materialmen and landlords incurred in the Ordinary Course ordinary course of Businessbusiness for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, including unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (f) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (g) Liens in existence on the Closing Date and listed on Schedule 7.2.3, but not limited towithout giving effect to any extensions or renewals thereof; and (h) carriers’easements, warehousemen’srights-of-way, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements restrictions and other similar liens arising encumbrances incurred in the Ordinary Course ordinary course of Business and which (i) business which, in the aggregate, do not in the aggregate materially detract from the value of the Property property subject thereto or materially impair the use thereof in the operations of the business of such Person or (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 shall be required by IFRS shall have been made; (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 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 any the property of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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 accountsPerson which is subject thereto; (i) Liens in connection with transfers Capitalized Lease Liabilities in the amount and to the extent permitted under Section 9.09by subsection 7.2.2(e); (j) Liens on property leased by the Borrower or any judgment Lien Subsidiary or Lien arising from decrees other interest or attachments not constituting an Event title of Default;the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; and (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 in the Ordinary Course of Business; (m) Liens on property of a Deposit Account Target which exist at the time such Target becomes the subject of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l); (n) a Permitted Licenses solely Acquisition to the extent that such Permitted License would constitute a Lien; and (o) Liens securing Indebtedness are otherwise permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPthis Section 7.2.3.

Liens. Each Obligor The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume or permit suffer to exist any Lien on upon any Property of its property, revenues or assets, whether now owned by itor hereafter acquired, except: (a) Liens securing for taxes, assessments or governmental charges not then due and delinquent and for which a penalty has not attached or the Obligationsvalidity of which is being contested in good faith and by proper proceedings and with respect to which adequate reserves are maintained in accordance with GAAP; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth Liens arising in Schedule 7.13B; connection with court proceedings, provided that (i) no such Lien shall extend to any other Property the execution of such Obligor Liens is effectively stayed, such Liens are being contested in good faith and (ii) 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 thereofadequate reserves are maintained with respect thereto in accordance with GAAP; (c) 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); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course ordinary course of Business 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 (i) 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 in the aggregate materially detract from affect the value of the Property subject thereto to such Liens; (d) Construction or materially impair the use thereof in the operations of the business of such Person materialmen's or (ii) are mechanic's Liens securing obligations not overdue or, if overdue, being contested in good faith and by appropriate proceedings, which proper proceedings have the effect of preventing the forfeiture or sale of the Property subject and with respect to such Liens and for which adequate reserves have been made if required substantially are maintained in accordance with IFRSGAAP; (e) Liens, pledges or deposits made in the Ordinary Course of Business Liens in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ ' compensation, unemployment insurance or other similar social security legislationtaxes or similar charges arising in the ordinary course of business and not incurred in connection with the borrowing of money; (f) Liens securing Taxes, assessments and other governmental charges, existing on the payment Effective Date set forth in Item 2.3(f) 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 shall be required by IFRS shall have been madethe Disclosure Schedule attached hereto; (g) servitudesIntercompany Liens (for purposes of intercompany Liens, easements, rights a Subsidiary shall mean any corporation of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning which the Borrower directly 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 which do not in any case materially detract from the value indirectly owns at least 80% of the Property subject thereto or materially interfere with the ordinary conduct of the business of any of the ObligorsVoting Stock); (h) bankers’ LiensThe extension, rights renewal or replacement of setoff and similar Liens incurred any Lien permitted by the foregoing paragraph (f) in respect of the Ordinary Course same Property theretofore subject thereto or the extension, renewal or replacement (without increase of Business and arising in connection with principal amount of the Obligors’ 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 accountsIndebtedness originally incurred); (i) Liens incurred in connection with transfers permitted under Section 9.09obtaining or performing government contracts in the ordinary course of business and not incurred in connection with the borrowing of money; (ji) 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 judgment 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 arising from decrees or attachments referred to in clauses (i) and (ii) above shall not constituting an Event exceed 100% of Defaultthe fair market value on the related Property at the time the Lien was originally created; (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;Shared Lien; and (l) Liens created, in favor the ordinary course of customs the Borrower's and revenue authorities arising each Subsidiary's business, under the Packers and Stockyards Act of 1921, 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 (financial or otherwise) of the Borrower and the Subsidiaries, taken as a matter of law whole, or on the Borrower's ability to secure the payment of custom duties in connection with the importation of goods in the Ordinary Course of Business; (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(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 perform its obligations under any of the foregoing Sections 9.02(bFinancing Agreements (as defined in the Intercreditor Agreement), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IP.

Liens. Each Obligor will notNot create or permit to exist, and will not permit nor allow any of its Subsidiaries to, create, incur, assume to create or permit to exist exist, any Lien on with respect to any Property assets now owned by itor hereafter existing or acquired, except: (a) Liens securing except the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that following: (i) no such Lien shall extend Liens for current taxes not delinquent or for taxes being contested in good faith and by appropriate proceedings and with respect to any other Property of such Obligor which adequate reserves have been established, and are being maintained, in accordance with GAAP, (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date and extensionseasements, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described party wall agreements, rights of way, restrictions, minor defects or irregularities in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements title and other similar liens arising Liens not interfering in any material respect with the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value of the Property subject thereto or materially impair the use thereof in the operations ordinary course of the business of such Person or Person; (iiiii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 incurred in the Ordinary Course ordinary course of Business business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social forms of governmental insurance or benefits and Liens pursuant to letters of credit or other security legislation; arrangements in connection with such insurance or benefits, (fiv) Liens securing Taxesmechanics’, assessments workers’, materialmen’s, landlord liens and other governmental charges, like Liens arising in the payment ordinary course of business in respect of obligations which is are not yet due delinquent or is which are being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and for with respect to which such reserve or other appropriate provisions, if any, as shall be required by IFRS shall adequate reserves have been made; established, and are being maintained, in accordance with GAAP, (gv) servitudesLiens listed on Schedule 6.7 in effect on the date hereof; (vi) attachments, easements, rights of way, restrictions judgments and other similar encumbrances on real Property imposed Liens for sums not exceeding $5,000,000 (excluding any portion thereof which is covered by applicable Laws insurance so long as the insurer is reasonably likely to be able to pay and encumbrances consisting has accepted a tender of zoning or building restrictionsdefense and indemnification without reservation of rights); (vii) attachments, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, judgments and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors; (h) bankers’ Liens, rights of setoff and other similar Liens incurred for sums of $5,000,000 or more (excluding any portion thereof which is covered by insurance so long as the 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 the Ordinary Course of Business good faith and arising 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 the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees Reinsurance Agreements and similar costs and expenses of such financial institutions with respect to such accounts; Liens securing Debt permitted under Section 6.3(e); (iix) Liens in connection with transfers Debt permitted under Section 9.09; 6.3(f); (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; (lx) Liens in favor of customs 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 lessor in assets subject to any Capitalized Lease or operating lease which is permitted under this Agreement; 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; (mxiii) Liens on a Deposit Account not permitted by any other clause of the Obligors and the cash and cash equivalents thereinthis Section 6.7 securing Debt in an aggregate amount not to exceed $250,000, in each case, securing Indebtedness described in Section 9.01(l); provided any Liens granted (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; and (o) other than Liens securing Indebtedness permitted pursuant to Sections 9.01(rSection 6.7(x); provided that no Lien otherwise permitted ) do not extend to any Collateral and after giving effect to all Liens under any of the foregoing Sections 9.02(bclauses (viii) through (xiii), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply there are Unencumbered Assets sufficient to any Material Intellectual Property and any Material WaveForm IPensure compliance with Section 6.2.

Liens. Each Obligor Borrower will not, and nor will not it permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any Property property or assets (real or personal, tangible or intangible) of Borrower or any of its Subsidiaries, whether now owned by itor hereafter acquired; provided that the provisions of this Section 9.01 shall not prevent the creation, except:incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”): (a) Liens securing the Obligationsfor taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies that are in amounts that could not reasonably be expected to have a Material Adverse Effect or are being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) Liens in respect of property or assets of Borrower or any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens its Subsidiaries imposed by Law law, which were incurred in the Ordinary Course ordinary course of Businessbusiness and do not secure Indebtedness for borrowed money, including (but not limited to) such as carriers’, warehousemen’s, landlords’ materialmen’s, repairmen’s, supplier’s and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens Liens arising in the Ordinary Course ordinary course of Business business, and (x) which (i) do not in the aggregate materially detract from impair the value of the Property subject thereto Borrower’s and its Subsidiaries’ property or assets taken as a whole or materially impair the use thereof in the operations operation of the business of such Person Borrower and its Subsidiaries taken as a whole or (iiy) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property or assets subject to any such Lien; (c) Liens in existence on the Effective Date which are listed, and the property subject thereto described, in Schedule V; (d) Liens that are replacements of Liens otherwise permitted under this Section 9.01, provided that (x) the aggregate principal amount of the Indebtedness, if any, secured by such Liens does not increase from that amount outstanding at the time of any such renewal, replacement or extension and for which adequate reserves have been made if required substantially in accordance with IFRS(y) any such renewal, replacement or extension does not encumber any additional assets or properties of Borrower or any of its Subsidiaries; (e) Lienslicenses, pledges sublicenses, leases or deposits made in subleases granted to other Persons that do not materially impair the Ordinary Course conduct of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance the business of Borrower or other similar social security legislationany of its Subsidiaries; (f) Liens securing Taxesupon assets of Borrower or any of its Subsidiaries subject to purchase money debt or Capitalized Lease Obligations to the extent such purchase money debt or Capitalized Lease Obligations are permitted by Section 9.04, assessments and other governmental charges, provided that (x) such Liens only serve to secure the payment of Indebtedness arising under such purchase money debt or Capitalized Lease Obligation and (y) the Lien encumbering the asset giving rise to the purchase money debt or Capitalized Lease Obligation does not encumber any other asset of Borrower or any Subsidiary (except for customary cross-collateralization provisions pursuant to which is not yet due or is being contested in good faith the lien of the single financial institution may extend to all assets financed by appropriate proceedings promptly initiated such financial institution and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by IFRS shall have been madeits affiliates); (g) servitudes, easements, rights of rights-of-way, restrictions restrictions, encroachments and other similar encumbrances on real Property imposed by applicable Laws charges or encumbrances, and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto whichdeficiencies, in the aggregate, are each case not material, securing Indebtedness and which that do not in any case materially detract from impair the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of Borrower or any of the Obligorsits Subsidiaries; (h) bankers’ Liens, rights of setoff and similar Liens incurred arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course ordinary course of Business and arising in connection with the Obligors’ 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 accountsbusiness; (i) Liens arising out of the existence of judgments or awards in connection with transfers permitted under Section 9.09respect of which Borrower or any of its Subsidiaries shall be contesting in good faith, so long as such judgments or awards do not constitute an Event of Default hereunder; (j) statutory and common law landlords’ liens under leases to which Borrower or any judgment Lien or Lien arising from decrees or attachments not constituting an Event of Defaultits Subsidiaries is a party; (k) leases or subleases of real property granted in the Ordinary Course of Business, and leases, subleases, nonexclusive licenses or sublicenses of personal property Liens (other than Intellectual PropertyLiens imposed under ERISA) granted incurred in the Ordinary Course ordinary course of Businessbusiness in connection with (x) workers compensation claims, unemployment insurance, social security benefits and other similar forms of governmental insurance benefits and (y) deposits securing the performance of bids, tenders, leases (other than Capitalized Lease Obligations) and contracts (other than Indebtedness) 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 (exclusive of obligations in respect of the payment for borrowed money); (l) Liens on property or assets of Borrower or any of its Subsidiaries 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 BusinessLender; (m) customary Liens on a Deposit Account in favor of banking institutions encumbering deposits (including the Obligors and right of set-off) held by such banking institutions incurred in the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l)ordinary course of business; (n) Permitted Licenses Encumbrances; (o) deposit, escrow or similar accounts held by customers of Borrower or any of its Subsidiaries as security for the obligations of Borrower or any of its Subsidiaries under customer contracts entered into in the ordinary course of business on a basis consistent with past practices; (p) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition; (q) Liens in respect of the Indebtedness permitted by Section 9.04(e) and (m); provided, that Liens in respect of the Indebtedness permitted by Section 9.04(m) must be limited to the extent that assets originally secured prior to such Permitted License would constitute a LienAcquisition; and (or) Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien not otherwise permitted under any by clauses (a) through (q) of the foregoing Sections 9.02(b)this Section 9.01 on property or assets with an aggregate fair value not in excess of, (c)and securing liabilities not in excess of, (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IP$5,000,000.

Liens. Each Obligor Parent and Borrower will not, and will not permit any of its their Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property property or asset now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations; (b) any Lien on any Property property or asset of Parent, Borrower or any Obligor of their Subsidiaries existing on the Original Closing Date date hereof and set forth in Schedule 7.13B7.13(b); provided that (i) no the scope of the collateral to which such Lien applies shall extend to any other Property of such Obligor not be expanded and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date 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 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); (df) Liens imposed by Law law which were incurred in the Ordinary Course ordinary course of Businessbusiness, including (but not limited to) carriers’, shippers’, landlords’, warehousemen’s, landlords’ materialmen’s, and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens arising in the Ordinary Course ordinary course of Business business and which (ix) 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 (iiy) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens liens and for which adequate reserves have been made if required substantially in accordance with IFRSGAAP; (eg) Liens, pledges or deposits made in the Ordinary Course ordinary course of Business business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (fh) 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 Taxestaxes, 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 shall be required by IFRS GAAP shall have been made; (gj) 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 property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors; (hk) bankerswith respect to any real Property, (A) 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 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’ Liensliens, rights of setoff and similar Liens incurred on deposits made in the Ordinary Course ordinary course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions business; (m) with respect to such accounts; (i) Liens in connection with transfers Patents, Trademarks, Copyrights or other Intellectual Property, licenses and sublicenses permitted under by Section 9.09; (jn) 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 ▇▇▇▇▇▇▇ money deposits in connection with the importation of goods in the Ordinary Course of BusinessPermitted Acquisitions permitted by Section 9.03; (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(l); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; and (o) Liens securing 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 (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 pursuant by Section 9.01(k) in an aggregate amount not to Sections 9.01(r); exceed 105% of the aggregate outstanding amount of such Indebtedness, provided that that, subject to Section 3.02(d) of the 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 foregoing Sections 9.02(b), ) through (c), p) (d), (e), (g), (h), other than clauses (i), (k), (l) or and (m)) shall apply to any Material Intellectual Property and any Material WaveForm IPProperty.

Liens. Each Obligor The Company covenants and warrants that it will not, and will not permit any of its Subsidiaries to, Subsidiary to create, incur, assume or permit suffer to exist any Lien on upon any Property of its property or assets, whether now owned by it, exceptor hereafter acquired; provided that this paragraph 6C shall not apply to the following: (ai) Liens securing the Obligationsfor taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (bii) any Lien on any Property other statutory Liens incidental to the conduct of any Obligor existing on its business or the Original Closing Date ownership of its property and set forth in Schedule 7.13B; provided assets that (ia) no such Lien shall extend to any other Property were not incurred in connection with the borrowing of such Obligor money or the obtaining of advances or credit, and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (ib) do not in the aggregate materially detract from the value of the Property subject thereto its property or assets or materially impair the use thereof in the operations 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 such Person the Company or (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect any of 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 IFRSits Subsidiaries; (eiv) Liens, pledges or deposits made in Liens securing the Ordinary Course of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislationNotes; (fv) Liens on fixed assets securing Taxesthe loans or capital leases pursuant to paragraph 6B(vi) hereof, assessments and other governmental charges, provided that such Lien only attaches to the payment of which is not yet due property being acquired 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 shall be required by IFRS shall have been madeleased; (gvi) 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 Liens on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising Receivables Related Assets in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely Permitted Receivables Facility securing the obligations under the Permitted Receivables Facility; and (vii) any other Liens, to secure payment of fees and similar costs and expenses of such financial institutions with respect the extent not otherwise permitted pursuant to such accounts; 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 in connection with transfers that secure any obligations of the Company under the Primary Credit Facility, the 2008 Note Purchase Agreement or the 2011 Note Purchase Agreement shall be permitted under Section 9.09; this clause (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 Businessvii). The Company shall not, and leases, subleases, nonexclusive licenses or sublicenses of personal property shall not permit any Subsidiary (other than Intellectual Propertythe Receivables Subsidiary) granted in the Ordinary Course of Business; to, enter into any Material Indebtedness Agreement (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom duties other than any contract or agreement entered into in connection with the importation of goods in Indebtedness permitted to be incurred pursuant to paragraph 6B(ii), (iii), (iv), (v), (vi) or (ix) hereof) that would prohibit the Ordinary Course of Business; (m) Liens on a Deposit Account holders of the Obligors and the cash and cash equivalents thereinNotes from acquiring a security interest, in each casemortgage or other Lien on, securing Indebtedness described in Section 9.01(l); (n) Permitted Licenses solely to the extent that such Permitted License would constitute or a Lien; and (o) Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under collateral assignment of, any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) property or (m) shall apply to assets of the Company or any Material Intellectual Property and any Material WaveForm IPof Subsidiaries.

Liens. Each Obligor No Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist exist, any Lien on upon or with respect to any Property of its properties, now owned by itor hereafter acquired, except: (a) Liens securing in favor of the ObligationsAdministrative Agent for the ratable benefit of the Lenders pursuant to this Agreement and the other Loan Documents; (b) any Lien on any Property Liens that are incidental to the conduct of any Obligor existing on the Original Closing Date business of a Borrower, are not incurred in connection with the obtaining of credit and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property do not materially impair the value or use of assets of such Obligor and (ii) 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 thereofBorrower; (c) Liens securing Indebtedness permitted under Section 9.01(h); purchase-money Liens, whether now existing or hereafter arising (including 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 Liens are restricted solely Borrower in the 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 collateral described 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 Section 9.01(h)the aggregate for all of the Borrowers; (d) Liens imposed by Law law for taxes, assessments, or charges of any Governmental Authority for claims not yet due or which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject and with respect to such Liens and for which adequate reserves have been made if required substantially or other appropriate provisions are being maintained by such Person in accordance with IFRSand if required by GAAP; (e) Liensstatutory Liens of landlords and of carriers, pledges warehousemen, mechanics, materialmen, and other Liens imposed by law or deposits made that arise by operation of law in the Ordinary Course ordinary course of Business business from the date of creation thereof, 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 each case only for amounts not yet due or is which are being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for with respect to which such reserve adequate reserves or other appropriate provisions, provisions are being maintained by such Person in accordance with and if any, as shall be required by IFRS shall have been madeGAAP; (f) Liens (1) incurred or deposits made (including, without limitation, surety bonds and appeal bonds) in connection with workers compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Debt), statutory obligations and other similar obligations, or (2) arising as a result of progress payments under government contracts; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning the interest 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 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 any lessor or sublessor in Property leased under an operating lease or of the Obligorsany licensor or sublicensor in Property licensed to a Borrower; (h) bankers’ Liensencumbrances and restrictions on real property (including easements, covenants, rights of setoff way and similar Liens incurred in the Ordinary Course restrictions of Business and arising in connection record) that do not materially interfere with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses present use of such financial institutions with respect to such accounts;real property; and (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 in the Ordinary Course of Business; (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(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 hereunder that do not exceed $50,000 at any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPtime outstanding.

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or permit to exist any Lien on upon any Property Collateral (other than Liens in favor of a Borrower or a Subsidiary Guarantor), whether now owned by itor hereafter acquired, except:except the following (collectively, “Permitted Liens”): (a) Liens securing any Lien created under the ObligationsLoan Documents or permitted in respect of any Mortgaged Vessel by the terms of the applicable Vessel Mortgage; (b) any Lien Liens on any Property of any Obligor Collateral existing on the Original Closing Date and set forth in on Schedule 7.13B; provided that (i6.02(b) no such Lien shall extend to and any other Property of such Obligor and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date and extensionsmodifications, replacements, renewals and replacements thereof that do not increase the outstanding principal amount or extensions thereof; (c) Liens ranking junior to the Liens on the Collateral securing Indebtedness permitted under Section 9.01(h)the Obligations; provided that (i) the Loan-to-Value Ratio on a Pro Forma Basis will be equal to or less than [*] to 1.0 and (ii) at the time of the incurrence of such Liens are restricted solely to the collateral described in Section 9.01(h)Lien and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (d1) Liens imposed by Law which were incurred in the Ordinary Course of Businesslaw, including (but not limited to) such as landlord’s, carriers’, warehousemen’s, landlords’ mechanics’, materialmen’s, repairmen’s, construction or other like Liens and mechanics’ Liens, Liens relating in favor of customs and revenue authorities to leasehold improvements and other similar liens secure payment of customs duties in connection with the importation of goods; in each case arising in the Ordinary Course ordinary course of Business business and securing obligations which (i) do not in the aggregate materially detract from the value of the Property subject thereto or Collateral and do not materially impair impact the use thereof in the operations operation of the business of such Person the Company or (ii) the applicable Material Subsidiary or that are being contested in good faith by appropriate proceedings, which proceedings have ; and with respect to the effect Mortgaged Vessels: (i) Liens fully covered (in excess of preventing deductibles required or permitted by Section 5.02) by valid policies of insurance meeting the forfeiture or sale requirements of the Property subject Deeds of Covenant, (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 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 Liens and incurrence for which adequate reserves financial statements have been made if required substantially in accordance with IFRSdelivered 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; (e1) LiensLiens for Taxes, pledges assessments or deposits made 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 bankers’ 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), (b) Section 6.01(i) (provided, that in the Ordinary Course case of Business any Lien in connection with bidsrespect of Section 6.01(i), grant applications(x) that such Liens do not apply to any property or 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 any Indebtedness incurred at the time such Lien is created, Contractsincurred or permitted to exist, leasesthe Company is in Ratio Compliance and at the time of the incurrence of such Lien and after giving effect thereto, appeal bondsno Default or Event of Default shall have occurred and be continuing or would result therefrom) and (c) Section 6.01(z) (provided, workers’ compensationfor the avoidance of doubt that the Net Proceeds of such Indebtedness (other than Permitted Refinancing Indebtedness), unemployment insurance or other similar social security legislation;shall be applied to prepay Term Loans as provided in clause (b) of the definition of “Senior Secured Notes”) and/or Section 6.01‎(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) Liens securing Taxes, assessments (1) deposits and other governmental chargesLiens to secure the performance of bids, the payment trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations (other than obligations under ERISA), credit card processing arrangements, surety and appeal bonds, performance and return 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 provisionsmoney bonds, if anybids, as shall be required by IFRS shall have been made; (g) servitudesleases, easementsgovernment contracts, rights of waytrade contracts, restrictions agreements with utilities, and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting obligations of zoning a like nature (including letters of credit in lieu of any such bonds or building restrictions, easements, licenses, restrictions on to support the use of Property or minor imperfections in title thereto which, issuance thereof) incurred in the aggregateordinary course of business, are including those incurred to secure health, safety and environmental obligations in the ordinary course of business; and (2) leases or subleases, licenses or sublicenses, granted to others in the ordinary course of business not material, and which do not interfering in any case materially detract from the value of the Property subject thereto or materially interfere material respect with the ordinary conduct of the business of any of the Obligors; (h) bankers’ LiensCompany and its Subsidiaries, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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 taken 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 a Deposit Account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(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 foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPwhole.

Liens. Each Obligor Parent and Borrower will not, and will not permit any of its their Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property property or asset now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations; (b) any Lien on any Property property or asset of Parent, Borrower or any Obligor of their Subsidiaries existing on the Original Closing Date date hereof and set forth in Schedule 7.13B7.13(b); provided that (i) no the scope of the collateral to which such Lien applies shall extend to any other Property of such Obligor not be expanded and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (df) Liens imposed by Law law which were incurred in the Ordinary Course ordinary course of Businessbusiness, including (but not limited to) carriers’, shippers’, landlords’, warehousemen’s, landlords’ materialmen’s, and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens arising in the Ordinary Course ordinary course of Business business and which (ix) 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 (iiy) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens liens and for which adequate reserves have been made if required substantially in accordance with IFRSGAAP; (eg) Liens, pledges or deposits made in the Ordinary Course ordinary course of Business business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (fh) 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 Taxestaxes, 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 shall be required by IFRS GAAP shall have been made; (gj) 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 property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors; (hk) bankerswith respect to any real Property, (A) 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 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’ Liensliens, rights of setoff and similar Liens incurred on deposits made in the Ordinary Course ordinary course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions business; (m) with respect to such accounts; (i) Liens in connection with transfers Patents, Trademarks, Copyrights or other Intellectual Property, licenses and sublicenses permitted under by 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 in the Ordinary Course of Business; (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(l); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; and[reserved]; (o) Liens securing Indebtedness permitted pursuant 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 Sections 9.01(r)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 (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) [reserved] provided that that, no Lien otherwise permitted under any of the foregoing Sections 9.02(b), ) through (c), p) (d), (e), (g), (h), other than clauses (i), (k), (l) or and (m)) shall apply to any Material Intellectual Property and any Material WaveForm IPProperty.

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, create, incurCreate, assume or permit suffer to exist any Lien on any of its Property or any Collateral, including any real property, whether now owned or hereafter acquired by it, except:except (the following exceptions, together with any other Liens permitted to be incurred under any Loan Document, collectively, “Permitted Liens”): (a) Liens securing granted pursuant to the Collateral Documents to secure the Secured Obligations; (b) any Lien on any Property of any Obligor Liens existing on the Original Closing Date and set forth in listed on Schedule 7.13B6.17 and any renewals or extensions thereof; provided that that: (i) no such Lien shall extend not apply to any other Property or asset of such Obligor any Loan Party or any Subsidiary thereof and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date and extensions, any renewals and replacements thereof that do not increase the outstanding principal amount or extensions thereof; (c) 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); (d) Liens imposed by Applicable Law which that were incurred in the Ordinary Course ordinary course of Businessbusiness, including (but not limited to) carriers’, warehousemen’s, landlords’ warehouseman’s and mechanics’ Liensliens, Liens relating to leasehold improvements statutory landlord’s liens and other similar liens and encumbrances arising in the Ordinary Course ordinary course of Business and which business, in each case that: (i) 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 Person owning such Person Property or (ii) are being contested in good faith by appropriate proceedingsproceedings promptly initiated and diligently conducted, which proceedings have the effect of 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 IFRSliens and/or encumbrances; (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; (fd) Liens securing Taxestaxes, assessments and other governmental chargescharges 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 shall be required by IFRS Applicable Accounting Standards or any other applicable accounting standard shall have been made; (e) pledges or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other similar social security legislation or to secure 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) servitudes, easementsLiens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of way, restrictions set-off or similar rights and remedies as to deposit accounts or 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 which do not in any case materially detract from the value of the Property subject thereto or materially interfere funds maintained with the ordinary conduct of the business of any of the Obligorsa creditor depository institution; (h) bankers’ Liens (including judgment Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and ) arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment legal proceedings not constituting an Event of fees and similar costs and expenses of such financial institutions with respect to such accountsDefault under Section 9.01(q); (i) Liens in connection with transfers permitted under Section 9.09securing liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty or liability insurance to BVI Borrower or its Subsidiaries; (j) any judgment Lien or Lien arising from decrees or attachments not constituting an Event the filing of Defaultprecautionary UCC financing statements; (k) leases or subleases grants of real property granted technology licenses in the Ordinary Course ordinary course of Business, and leases, subleases, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the Ordinary Course of Businessbusiness; (l) Liens in favor 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 Property financed by such Debt and (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of customs and revenue authorities arising as a matter the Property being acquired on the date of law to secure the payment of custom duties in connection with the importation of goods in the Ordinary Course of Businessacquisition; (m) Liens on a Deposit Account of the Obligors securing Debt permitted under Section 8.01(f), Section 8.01(l), Section 8.01(m) and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l8.01(p); (n) Permitted Licenses solely cash collateralization of any letters of credit permitted under Section 8.01(n) in an amount not to exceed, based on the extent that face amount of each such Permitted License would constitute a Lienletter of credit, 105%; and (o) other Liens securing Indebtedness permitted pursuant not to Sections 9.01(r)exceed $5,000,000 outstanding at any time; provided that no Lien otherwise permitted under any that, without the prior written consent of the foregoing Sections 9.02(b)Required Lenders, (c), (d), (e), (g), (h), (i), (k), (l) or (m) any such Liens on any Collateral shall apply be junior to any Material Intellectual Property and any Material WaveForm IPthe Liens created in respect of such Collateral under the Loan Documents.

Liens. Each Obligor will notNo Company shall create, and will not permit assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its Subsidiaries toproperty or assets, create, incur, assume or permit to exist any Lien on any Property whether now owned by it, exceptor hereafter acquired; provided that this Section 5.09 shall not apply to the following: (a) Liens securing for Taxes not yet due and payable (or in the Obligationscase of property taxes and assessments, not more than ninety (90) days overdue) or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP; (b) any Lien on any Property 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 any Obligor existing on business or the Original Closing Date ownership of such Company’s property and set forth in Schedule 7.13B; provided assets that (i) no such Lien shall extend to any other Property do not secure the repayment of such Obligor Indebtedness, and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value of the Property property subject thereto or materially impair the use thereof in the operations of the business of such Person property for its intended purposes; (c) Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to a Domestic Credit Party; (iid) are purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.08(b) hereof, provided that such Lien is limited to the purchase price and only attaches to the property being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 IFRSacquired; (e) Liensany Lien of the Administrative Agent, for the benefit of the 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 Indebtedness 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 made in the Ordinary Course of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, under workers’ compensation, unemployment insurance or and other similar social security legislation; (fj) Liens securing Taxesconsisting of bankers’ liens and rights of setoff, assessments in each case, arising by operation of law, and other governmental charges, Liens on documents (and the payment goods covered thereby) delivered under trade letters 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 shall be required by IFRS shall have been madecredit; (gk) servitudes, easements, rights licenses of way, restrictions and other similar encumbrances on real Property imposed intellectual property granted 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, any Company in the aggregate, are ordinary course of business and not material, and which do not interfering in any case materially detract from the value of the Property subject thereto or materially interfere material respect with the ordinary conduct of the business of any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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 BusinessCompanies; (l) Liens in favor of customs and revenue authorities arising any Lien on property owned by a Company as a matter result of law an Acquisition permitted pursuant to secure Section 5.13 hereof, so long as such Lien is (i) either (A) permitted under another subpart of this Section 5.09, or (B) is released within ninety (90) days of such Acquisition (unless Company shall have obtained the payment prior written consent of custom duties the Administrative Agent and the Required Lenders), and (ii) such Lien was not created at the time of or in contemplation of such Acquisition; or (m) other Liens, in addition to the Liens 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 importation purchase or lease of goods in the Ordinary Course of Business; (m) fixed assets that prohibits Liens on such fixed assets) that would prohibit the Administrative Agent or the Lenders from acquiring a Deposit Account security interest, mortgage or other Lien on, or a collateral assignment of, any of the Obligors and property or assets of such Company; provided, however, that, notwithstanding the cash and cash equivalents thereinforegoing provisions of this sentence, in each case, securing Indebtedness described in Section 9.01(l); (n) Permitted Licenses solely a Company may enter into a contract or agreement so prohibiting the Administrative Agent or the Lenders to the extent that such Permitted License would constitute prohibition (i) is required by a Lien; and (o) Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b)contract or agreement with a Governmental Authority, (c)ii) requires a consent not obtained of any Governmental Authority, (d), (e), (g), (h), (i), (k), (l) or (miii) shall apply 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 any Material Intellectual Property and any Material WaveForm IPthe 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. Each Obligor will The Borrower shall not, and will shall not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property property now owned by itit or such Subsidiary, except: (a) Liens securing the Obligations; (b) any Lien on any Property property or asset of the Borrower or any Obligor of its Subsidiaries existing on the Original Closing Date and set forth in on Schedule 7.13B7.13(c); provided that (i) no such Lien shall extend to any other Property property or asset of such Obligor the Borrower or any of its Subsidiaries and (ii) 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 permitted under Section 9.01(h9.01(g); provided that such Liens are restricted solely to the collateral described in permitted to be secured pursuant to Section 9.01(h9.01(g); (d) Liens imposed by any applicable Law which were incurred arising in the Ordinary Course ordinary course of Businessbusiness, including (but not limited to) carriers’, warehousemen’s, landlords’ ’s and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens Liens arising in the Ordinary Course ordinary course of Business business and which (ix) do not in the aggregate materially detract from the value of the Property property subject thereto or materially impair the use thereof in the operations of the business of such Person or (iiy) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property subject to such Liens and for which adequate reserves have been made if required substantially in accordance with IFRSGAAP; (e) Liens, pledges or deposits made in the Ordinary Course ordinary course of Business 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 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 shall be required by IFRS GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property property imposed by any applicable Laws Law and encumbrances Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Property 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, (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 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 ObligorsObligors or its Subsidiaries; and (iv) leases or subleases in the ordinary course of business; (hi) bankers’ LiensLiens 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 ordinary course of Business business; (k) (i) licenses permitted pursuant to Section 9.13 and arising (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 the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely Indebtedness permitted pursuant to secure payment of fees Sections 9.01 (h), (j), (l) and similar costs and expenses of such financial institutions with respect to such accounts(o); (im) judgment Liens resulting from judgments that, individually or in connection the aggregate with transfers permitted under Section 9.09; (j) any all other judgment Lien or Lien arising from decrees or attachments Liens, would not constituting constitute 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; (ln) Liens in favor solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of customs and revenue authorities arising as a matter of law to secure the payment of custom duties its Subsidiaries in connection with the importation any letter of goods intent or purchase agreement solely in the Ordinary Course of Businessconnection with a Permitted Acquisition; (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(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(rSection 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’s right to receive proceeds, if any, resulting from its Claim made in connection with the Qiagen Matter. Any term or provision of this Section 9.02 to the contrary notwithstanding, no Lien otherwise permitted under any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) clauses shall apply to any Material Intellectual Property except for Liens described in clauses (a), (i) and any Material WaveForm IP(k).

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, create(a) Create, incur, assume or permit suffer to exist any Lien on upon any Borrowing Base Property whether now owned by it, exceptor hereafter acquired (except to the extent released as a Borrowing Base Property pursuant to and in accordance with the terms of Section 1.10 hereof) other than the following: (ai) Liens securing the Obligationspursuant to any Loan Document; (bii) any Lien on any Property of any Obligor Liens existing on the Original Closing Date date hereof and set forth 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 Schedule 7.13B; the applicable Mortgage Policy for such Borrowing Base Property and any renewals, refinancing or extensions thereof, provided that (iA) no the amount secured or benefited thereby is not, at any time, increased (except to the 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 Lien shall extend to any other Property of such Obligor refinancing) and (iiB) any such Lien shall secure only those Liens under this Section 7.01(a)(ii) which represent due and unpaid obligations which it secures on of the Original Closing Date and extensionsBorrowers will not, renewals and replacements thereof that do not increase in the outstanding principal amount thereofaggregate, exceed five percent (5%) of Total Asset Value; (ciii) Liens securing Indebtedness permitted under Section 9.01(h); 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; (iv) 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 restricted solely unfiled and no other action has been taken to enforce the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value of the Property subject thereto same or materially impair the use thereof in the operations of the business of such Person or (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens and for which adequate reserves have been made if required substantially determined in accordance with IFRSGAAP have been established or if such Liens secure the obligations of tenants, licenses or other occupants of any Borrowing Base Property, then the same are not material in amount; (ev) 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 shall be required by IFRS shall have been made; (g) servitudes, easements, rights of rights-of-way, restrictions and other similar encumbrances on affecting 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 property which, in the aggregate, are not materialsubstantial in amount, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (vi) the Borrowing Base Leases and such other Leases granted by the Borrowers in the ordinary course of business (to the extent 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 Obligors; (h) bankers’ LiensEquity Interests of any Borrowing Base Entity, rights of setoff and similar Liens incurred in other than the Ordinary Course of Business and arising in connection with the Obligors’ 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;following: (i) Liens in connection with transfers permitted under Section 9.09pursuant to any Loan Document; (jii) any judgment Lien Liens for taxes not yet due or Lien arising from decrees or attachments 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; (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 in the Ordinary Course of Business; (m) Liens on a Deposit Account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Default under Section 9.01(l8.01(h); (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 foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IP.

Liens. Each Obligor It will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property now owned by it, except: (a) Liens securing the Obligations; (b) any Lien on any Property of Borrower or any Obligor of its Subsidiaries existing on the Original Closing Date date hereof and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date 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(h9.01(g); provided that such Liens are restricted solely to the collateral described in Section 9.01(h9.01(g); (d) Liens imposed by Law law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liensliens, Liens liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens liens and for which adequate reserves have been made if required substantially in accordance with IFRSGAAP; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, grant applications, Contractscontracts, 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 shall be required by IFRS GAAP shall have been made; (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 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 any of the Obligors; (h) bankers’ Lienswith 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 applicable Laws; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws, 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 Course of Business of any of the Obligors; and (iv) 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 arising sublicenses do not prohibit an Obligor from granting Control Agent or any Lender a security interest in connection with the Obligors’ 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 accountsproperty; (il) Liens in connection with transfers permitted under Section 9.09; (jm) 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 lien or Lien lien arising from decrees or attachments not constituting an Event of Default;; and (kp) leases or subleases of real property Permitted Licenses (including those 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 in the Ordinary Course of Business; (mCollaboration Agreements or Permitted Commercialization Agreements) 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(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 foregoing Sections 9.02(b), ) through (c), (d), (e), (g), (h), (i), (k), (l) or (mo) shall apply to any Material Intellectual Property and any Material WaveForm IPProperty.

Liens. Each Obligor The Parent and Borrower will not, and will not permit any of its their Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any Property Collateral, whether now owned by itor hereafter acquired, except: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 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 following (Liens described below are herein referred to as “Permitted Liens”): (a) inchoate Liens securing the Obligationsfor Taxes not yet due and payable or Liens for Taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law law, which were incurred in the Ordinary Course ordinary course of Businessbusiness and do not secure Indebtedness for borrowed money, including (but not limited to) such as carriers’, warehousemen’s, landlords’ materialmen’s and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens Liens arising in the Ordinary Course ordinary course of Business business, and (x) which (i) do not in the aggregate materially detract from the value of the Property subject thereto or Collateral and do not materially impair the use thereof in the operations operation of the business of the Parent or such Person Subsidiary or (iiy) which are being contested in good faith by appropriate proceedings, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the Property 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 and for which adequate reserves have been made if required substantially in accordance with IFRSdoes not increase from that amount outstanding on the Closing Date, less any repayments of principal thereof; (d) Permitted Encumbrances; (e) LiensLiens created pursuant to the Security Documents; (f) Liens arising out of judgments, pledges awards, decrees or attachments with respect to which the Parent or any of its Subsidiaries shall in 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 ordinary course of Business business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or and 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 social security legislation; obligations in each case incurred in the ordinary course of business (f) Liens securing Taxes, assessments and other governmental charges, exclusive of obligations for the payment of which is not yet due or is being contested in good faith borrowed money) and Liens arising by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by IFRS shall have been made; (g) servitudes, easements, rights virtue 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, deposits made in the aggregate, are not material, and which do not in any case materially detract from ordinary course of business to secure liability for premiums to insurance carriers; provided that the aggregate value of the Property subject thereto or materially interfere with the ordinary conduct of the business of all cash and property at any of the Obligorstime encumbered pursuant to this clause (vii) shall not exceed $5,000,000; (h) bankers’ Liens, rights Liens in respect of setoff seamen’s wages which are not past due and similar other maritime Liens incurred for amounts not past due arising in the Ordinary Course ordinary course of Business business and arising in connection with not yet required to be removed or discharged under the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment terms of fees and similar costs and expenses of such financial institutions with respect to such accountsthe respective Vessel Mortgages; (i) Liens in connection with transfers permitted under Section 9.09;securing the Senior Credit Facilities subject to the Intercreditor Agreement; and (j) any judgment Lien Liens securing Interest Rate Protection Agreements 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 in the Ordinary Course of Business; (m) Liens on a Deposit Account of the Obligors and the cash and cash equivalents thereinOther Hedging Agreement, in each case, securing Indebtedness 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(l); (n) Permitted Licenses solely to 9.01 by 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 Parent or any of its Subsidiaries, the foregoing Sections 9.02(bAdministrative Agent and the 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 holder or holders of such Liens, in respect of the item or items of equipment or other assets subject to such Liens), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IP.

Liens. Each Obligor The Borrower will not, and nor will not it permit any of its Subsidiaries consolidated Subsidiary to, create, incur, assume or permit suffer to exist exist, any Lien on on, or enter into, or make any commitment to enter into, any arrangement for the acquisition of, any Property now owned by it(other than Unrestricted Margin Stock) through conditional sales, lease-purchase or other title retention agreement, except: (a) Liens securing which may be hereafter created to secure payment of the Obligations; (b) Liens incurred or deposits or pledges, made in the ordinary course of business, to secure payment of workers' compensation, unemployment insurance, old age pensions or other social security obligations; (c) Liens incurred or deposits or pledges, made in the ordinary course of business, to secure performance of bids, tenders, contracts (other than contracts for Indebtedness), leases, public or statutory obligations, surety bonds, or other Liens or deposits or pledges for purposes of like general nature made in the ordinary course of business; (d) Deposits or pledges for the purpose of securing an appeal, stay or discharge in the course of legal proceedings, or Liens for judgments or awards which were not incurred in connection with Indebtedness or the obtaining of advances or credits, provided such deposits, pledges and Liens do not, in the aggregate for the Borrower and the consolidated Subsidiaries, materially detract from the value of their assets or properties or materially impair the use thereof in the ordinary course of business and such appeal, judgment or award, as the case may be, is being diligently contested or litigated in good faith by appropriate proceedings being diligently conducted, and provided further there has been set aside on the books of the Borrower or the consolidated Subsidiaries, as the case may be, reserves in accordance with GAAP with respect thereto, which reserves shall be maintained until the related liabilities are paid or otherwise discharged, and provided further execution is not levied upon any Lien such judgment or award; (e) Liens for taxes, fees, assessments and governmental charges not delinquent or which are being contested in good faith by appropriate proceedings being diligently conducted, provided there has been set aside on the books of the Borrower or the consolidated Subsidiaries, as the case may be, adequate reserves in accordance with GAAP with respect thereto, which reserves shall be maintained until the related liabilities are paid or otherwise discharged, and provided further, execution is not levied upon any Property such Lien; (f) Mechanics', carriers', workers', repairmen's or other like Liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 90 calendar days, or which are being contested in good faith by appropriate proceedings being diligently conducted provided there has been set aside on the books of the Borrower and the consolidated Subsidiaries, as the case may be, adequate reserves in accordance with GAAP with respect thereto, which reserves shall be maintained until the related liabilities are paid or otherwise discharged, and provided further, execution is not levied upon any such Lien; (g) Lessors' interests under Capitalized Leases; (h) Liens on property acquired or constructed with the proceeds of any Obligor tax-exempt bond financing to secure such financing; (i) Liens securing Indebtedness of a consolidated Subsidiary to the Borrower or any Guarantor or, in the case of Indebtedness of a consolidated Subsidiary which is not a Guarantor, to any consolidated Subsidiary which is not a Guarantor; (j) Liens existing on the Original Closing Date and set forth in Schedule 7.13B; property of a corporation or other business entity immediately prior to its being consolidated with or merged into the Borrower or a consolidated Subsidiary or its becoming a consolidated Subsidiary, or Liens existing on any property acquired by the Borrower or a consolidated Subsidiary at the time such is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that (i) no such Lien shall extend to any other Property was created or assumed in contemplation of such Obligor consolidation or merger or such entity's becoming a consolidated Subsidiary or such acquisition of property and (ii) any each such Lien shall secure only those obligations which it secures on cover the Original Closing Date and extensionsacquired property and, renewals and replacements thereof that do not increase if required by the outstanding principal amount thereof; (c) 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); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value terms of the Property subject thereto instrument originally creating such Lien, property which is an improvement to or materially impair the is acquired for specific use thereof in the operations of the business of such Person or (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 shall be required by IFRS shall have been made; (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 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 any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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 Defaultacquired property; (k) leases Liens on Flight Equipment acquired on or subleases after the date of real property granted in this Agreement which (i) secure the Ordinary Course payment of Businessall or any part of the purchase price of such Flight Equipment or improvements thereon, (ii) are limited to the Flight Equipment so acquired and improvements thereon, and leases, subleases, nonexclusive licenses (iii) attach to such Flight Equipment within one year after the acquisition or sublicenses improvement of personal property (other than Intellectual Property) granted in the Ordinary Course of Businesssuch Flight Equipment; (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom customs duties in connection with the importation of goods in the Ordinary Course of Businessgoods; (m) Liens on a Deposit Account Zoning, building or other restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, (i) interfere in any material respect with the present use or occupancy of the Obligors and affected parcel by the cash and cash equivalents thereinBorrower or any Subsidiary, in each case, securing Indebtedness described in Section 9.01(l)(ii) have no more than an immaterial effect on the value thereof or its use or (iii) would impair the ability of such parcel to be sold for its present use; (n) Permitted Licenses Liens arising solely by virtue of any law or regulation relating to the extent that such Permitted License would constitute banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a Lien; andcreditor depository institution; (o) Liens securing to secure Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under for the purpose of financing all or any part of the foregoing Sections 9.02(b)purchase price or the cost of construction or improvement of the property subject to such Lien; PROVIDED, HOWEVER, that (c)i) the principal amount of any Indebtedness secured by such Lien does not exceed 100% of such purchase price or cost and (ii) such Lien does not extend to or cover any other property other than such item of property so acquired, constructed or improved; (d)p) Liens arising out of the refinancing, (e)extension, (g), renewal or refunding of any Indebtedness secured by any Lien permitted by clauses (h), (ij), (k) and (o) of this Section, PROVIDED that such Indebtedness is not increased and is not secured by any additional assets; and (q) Liens not otherwise permitted by Sections 6.01 (a) through (p) provided that, as of the date any Lien is incurred and as of the end of each fiscal quarter of the Borrower ending after August 31, 2001, the sum of (i) the aggregate principal amount of all outstanding Long Term Debt of the consolidated Subsidiaries which are not Guarantors (excluding the Current Maturities of any such Long Term Debt and any Long Term Debt of a consolidated Subsidiary owing to the Borrower), plus (lii) the aggregate principal amount of all outstanding Long Term Debt of the Borrower or any Guarantor (m) shall apply to excluding the Current Maturities of any Material Intellectual Property such Long Term Debt and any Material WaveForm IPLong Term Debt of a consolidated Subsidiary owing to the Borrower) which is secured as permitted by this Section 6.01(q), does not exceed 8% of Consolidated Adjusted Total Assets.

Liens. Each Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property property now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations; (b) any Lien on any Property property or asset of the Borrower or any Obligor of its Subsidiaries existing on the Original Closing Date date hereof and set forth in Schedule 7.13B7.13(b); provided that (i) no such Lien shall extend to any other Property property or asset of such Obligor the Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date 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(h)9.01; provided that such Liens are restricted solely to the collateral described in Section 9.01(hsuch clause (f) or (h), as applicable; (d) Liens imposed by Law which were incurred in the Ordinary Course ordinary course of Businessbusiness, including (but not limited to) carriers’, warehousemen’s, landlords’ ’s and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens Liens arising in the Ordinary Course ordinary course of Business business and which (ix) do not in the aggregate materially detract from the value of the Property property subject thereto or materially impair the use thereof in the operations of the business of such Person or (iiy) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property subject to such Liens and for which adequate reserves have been made if required substantially in accordance with IFRSGAAP; (e) Liens, pledges or deposits made in the Ordinary Course ordinary course of Business 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 shall be required by IFRS GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property property imposed by applicable Laws any Law and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors; (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 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’ Liensliens, rights of setoff and similar Liens incurred on deposits made in Deposit Accounts in the Ordinary Course ordinary course of Business and arising in connection with the Obligors’ 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; (i) Liens in connection with transfers permitted under Section 9.09business; (j) any Liens consisting of judgment Lien or Lien arising from decrees or attachments judicial attachment Liens (other than for the payment of Taxes) in respect of judgments, the existence of which do not constituting constitute an Event of DefaultDefault under Section 11.01(i); (k) licenses (including licenses of Intellectual Property), sublicenses, leases or subleases of real property granted by the Borrower or its Subsidiaries to third parties in the Ordinary Course ordinary course of Businessbusiness and not prohibited by the terms hereof or any other Loan Document, and leasesincluding, subleaseswithout limitation, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the Ordinary Course of BusinessSection 9.13(b); (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 a Deposit Account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(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(runder Section 9.01(i); provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b), clauses (c), (d), (e), (g), (h), ) and (i), (k), (l) or (m) above shall apply to any Material Intellectual Property and any Material WaveForm IPProperty.

Liens. Each Obligor (a) Subject to the provisions of Article XII relating to permitted contests, Tenant will not, 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 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 of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property now owned by it, except: (asubtenants) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 shall be required by IFRS shall have been made; (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 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 any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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 Gaming Licenses (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 in the Ordinary Course of Business; (m) Liens on a Deposit Account of the Obligors and the cash and cash equivalents thereinthan, 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 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 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 described outstanding in Section 9.01(lan 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 interests 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 (n) 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 solely 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 License would constitute Leasehold Mortgagee) a Lienlien 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; andprovided, any such damage is repaired by the lien holder or Tenant in accordance with the terms of this Master Lease. (ob) Liens securing Indebtedness permitted pursuant 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 Sections 9.01(r); provided that no Lien otherwise permitted under evade the operation of any aspect of the law applicable to any of the foregoing 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 as provided in the next sentence) for all federal, state and local tax purposes. Without prejudice to Sections 9.02(b10.1(b)(iii) or 10.4, Tenant shall be entitled to all benefits of ownership of any Tenant Capital Improvements during the Term, including depreciation for all federal, state and local tax purposes, except to the extent of any Tenant Capital Improvements that are actually paid for by Landlord (it being understood that Landlord has no right or obligation to pay for any Tenant Capital Improvements). For the 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 be the property of the Landlord and Landlord shall be entitled to all benefits of ownership of the Park MGM Tenant Capital Improvements, including depreciation. (c)) At any time and from time to time upon the request of Landlord or Tenant, (d)and at the expense of the requesting party, (e)Tenant or Landlord, (g)as applicable, (h)shall promptly execute, (i)acknowledge and deliver such further documents and do such other acts as the requesting party may reasonably request in order to effect fully this Master Lease or to more fully perfect or renew the rights of the requesting party with respect to the Leased Property. Upon the exercise by Landlord or Tenant of any power, (k)right, (l) privilege or (m) shall apply remedy pursuant to this Master Lease which requires any Material Intellectual Property consent, approval, recording, qualification or authorization of any governmental authority, Tenant or Landlord, as applicable, will execute and any Material WaveForm IPdeliver, or 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 authorization.

Liens. Each Obligor It will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property now owned by it, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date date hereof and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date 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(h9.01(g); provided that such Liens are restricted solely to the collateral described in Section 9.01(h9.01(g); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 IFRSGAAP; (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 shall be required by IFRS GAAP shall have been made; (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 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 any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts deposit accounts or Securities Accounts 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; (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 goods, not securing an amount in the Ordinary Course aggregate in excess of Business$100,000 at any given time; (m) Liens on a Deposit Account deposit account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l9.01(j); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; and; (o) Liens on cash collateral securing Indebtedness reimbursement obligations of the applicable Person under letters of credit to the extent permitted pursuant to Sections 9.01(rSection 9.01(k) or (l); (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 foregoing Sections 9.02(b9.02 (excluding Sections 9.02(a) and 9.02(n), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and to secure any Material WaveForm IPIndebtedness.

Liens. Each Obligor Subject to the provisions of Article XII relating to permitted contests, Tenant will not, 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 permit 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 its Subsidiaries to(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, createlaborers, incurmaterialmen, assume suppliers or permit to exist any Lien on any Property now owned by itvendors for sums either disputed or not yet due, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i1) no such Lien shall extend to any other Property the payment of such Obligor and sums shall not be postponed under any related contract for more than sixty (ii60) any such Lien shall secure only those obligations which it secures on days after the Original 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(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value completion of the Property subject thereto or materially impair the use thereof in the operations of the business of action giving rise to such Person or (ii) are lien unless being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 Article XII 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, provisions as shall be required by IFRS law or GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions made therefor and other no foreclosure or 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 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 any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions remedies with respect to such accounts; 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 (ix) Liens in connection with transfers permitted under Section 9.09; ten (j10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; or (2) any judgment Lien or Lien arising from decrees or attachments not constituting an Event such liens are in the process of Default; being contested as permitted by Article XII; (kviii) any liens created by Landlord; (ix) liens related to equipment leases or subleases of real property granted equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Ordinary Course of BusinessLeased Property, 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 provided that the payment of custom duties any sums due under such equipment leases or equipment financing shall either (1) be paid as and when due in connection accordance with the importation of goods terms thereof, or (2) be in the Ordinary Course process of Business; 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; (mx) Liens on liens granted as security for the obligations of Tenant and its Affiliates under a Deposit Account Debt Agreement; provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to 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 of its Subsidiaries) in the Obligors and the cash and cash equivalents thereinGaming Licenses (other than, in each case, securing Indebtedness described 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 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 9.01(l11.1) 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); (n) ; 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 solely 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 License would constitute Leasehold Mortgagee) a Lien; and lien on, and any and all lien holders (oincluding a Permitted Leasehold Mortgagee) Liens securing Indebtedness permitted pursuant shall not have the right to Sections 9.01(r)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 no Lien otherwise permitted under 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 foregoing Sections 9.02(b)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 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 (c)a) the 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 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 (d)and to that end, (e)Tenant hereby grants, (g)assigns and transfers to the Landlord a security interest in all right, (h), (i), (k), (l) title or (m) shall apply interest in or to any Material Intellectual 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 the Leased Property (it being understood that nothing herein shall affect the rights of a Permitted Leasehold Mortgagee under Article XVII hereof). At any time and from time to time upon the request of the Landlord, and at the expense of the Tenant, 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 to more fully perfect or renew the rights of the Landlord with respect to the Leased Property. Upon the exercise by the Landlord of any Material WaveForm IPpower, right, privilege or remedy pursuant to this Master Lease which requires any consent, approval, recording, qualification or authorization of 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 obtain from Tenant for such consent, approval, recording, qualification or authorization.

Liens. Each Obligor The Constituent Companies will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly create, incur, assume or permit suffer to exist any Lien on upon any Property now owned by itUnencumbered Property, exceptother than the following: (a) Liens securing for taxes, assessments and governmental charges and levies not yet delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the Obligationsbooks of the applicable Person in accordance with GAAP; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to1) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, ’s or other like Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course ordinary course of Business 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 pending civil action to foreclose unless any such Lien has been removed from the applicable Unencumbered Property by the filing of an appropriate bond in accordance with the California Civil Code, (ii) do not in materially and adversely affect the aggregate materially detract from the value of the Property subject thereto or materially impair the use thereof in the operations of the business operation of such Person Unencumbered Property, or (iiiii) are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, which proceedings have if adequate reserves with respect thereto are maintained on the effect of preventing the forfeiture or sale books of the Property subject to such Liens and for which adequate reserves have been made if required substantially applicable Person in accordance with IFRSGAAP; (ec) Liens, pledges or deposits made in the Ordinary Course ordinary course of Business business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or and other similar social security legislation, other than any Lien imposed by ERISA; (fd) Liens securing Taxesdeposits to secure the performance of bids, assessments trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other governmental charges, obligations of a like nature incurred in the payment ordinary course 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 shall be required by IFRS shall have been madebusiness; (ge) servitudes, easements, rights of rights-of-way, restrictions restrictions, restrictive covenants, encroachments, protrusions, and other similar encumbrances on real affecting any Unencumbered 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 materialsubstantial in amount, and which do not in any case materially detract from the value of the such Unencumbered Property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligorsapplicable Person; (hf) bankers’ Liens, rights tenant leases and other interests of setoff lessees and similar Liens incurred lessors under leases of real property made in the Ordinary Course ordinary course of Business and arising in connection with the Obligors’ 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;business; and (ig) Liens in connection with transfers permitted under Section 9.09; (j) any judgment Lien or Lien arising from decrees or securing judgments and 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 in the Ordinary Course of Business; (m) Liens on a Deposit Account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Default under Section 9.01(l11(i); (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 foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IP.

Liens. Each Obligor Borrower will not, and will not permit any of its Subsidiaries to, Subsidiary to create, incur, assume or permit to exist any Lien on any Property of its Properties (now owned by itor hereafter acquired), except:except the following (collectively, the “Permitted Liens”): (a) Liens pursuant to the Security Instruments securing the Obligationspayment of any Indebtedness to Lender; (b) any Lien on any Property Liens for taxes, assessments, or other governmental charges not yet due or which are being contested by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor; (c) Liens of any Obligor 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 or any Subsidiary on the Original Closing Date which have been disclosed to and set forth permitted by ▇▇▇▇▇▇ in writing and listed on Schedule 7.13B5.02 attached hereto, but not any renewals and extensions thereof; (e) pledges or 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 secure the contingent liability of Borrower or any Subsidiary permitted by Section 4.10 hereof; (g) Liens securing Debt incurred to finance the acquisition of capital assets permitted by clause (c) of Section 5.01; provided that (i) no such Lien shall extend Liens and the Debt secured thereby are incurred prior to any other Property of or within 90 days after such Obligor acquisition, and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely shall not apply to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and any other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value of the Property subject thereto property or materially impair the use thereof in the operations of the business of such Person or (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 shall be required by IFRS shall have been made; (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 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 assets of any of the Obligors;Loan Party or any Subsidiary; and (h) bankers’ Liens, rights of setoff and similar other Liens incurred securing Debt not to exceed $500,000 in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held aggregate at financial institutions solely to secure 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 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 in the Ordinary Course of Business; (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(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 foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPtime outstanding.

Liens. Each Obligor The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on upon any Property of its property (including Capital Securities of any Person), revenues or assets, whether now owned by itor hereafter acquired, except: (a) Liens securing payment of the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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[Reserved]; (c) Liens existing as of the Effective Date and disclosed in Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness permitted under described in clause (c) of Section 9.01(h)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 the Effective Date (as such Liens are restricted solely Indebtedness may have been permanently reduced subsequent to the collateral described in Section 9.01(hEffective Date); (d) Liens imposed by Law which were incurred in securing Indebtedness of the Ordinary Course type permitted under clause (e) of BusinessSection 7.2.2; provided that, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not in exceed 80% of the aggregate materially detract from lesser of the cost or the fair market value of the Property applicable property, improvements or equipment at the time of such acquisition (or construction) and (iii) such Lien secures only the assets that are the subject thereto or materially impair the use thereof in the operations of the business of Indebtedness referred to in such Person or (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 IFRSclause; (e) LiensLiens securing Indebtedness permitted by clause (i) of Section 7.2.2; provided that, pledges or deposits made such Liens existed prior to such Person becoming a Subsidiary, were not created in the Ordinary Course anticipation thereof and attach only to specific tangible assets of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislationsuch Person (and not assets of such Person generally); (f) Liens securing Taxesin favor of carriers, assessments warehousemen, mechanics, contractors, laborers, suppliers, operators, non-operators, materialmen and other governmental charges, landlords granted in the payment ordinary course of which is business for amounts not yet due overdue or is being diligently contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by IFRS adequate reserves in accordance with GAAP shall have been madeset aside on its books; (g) servitudesLiens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, easementsunemployment insurance or other forms of governmental insurance or benefits, rights or to secure performance of waytenders, restrictions and statutory obligations, bids, leases or 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, obligations (other than for borrowed money) entered into in the aggregate, are not material, ordinary course of business or to secure obligations on surety and which do not in any case materially detract from the value of the Property subject thereto appeal bonds or materially interfere with the ordinary conduct of the business of any of the Obligorsperformance bonds; (h) bankers’ Liens, rights of setoff and similar judgment Liens incurred in existence for less than 45 days after the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts entry thereof 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 accountswhich 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) Liens easements, rights-of-way, zoning restrictions, minor defects or irregularities in connection title and other similar encumbrances not interfering in any material respect with transfers permitted under Section 9.09the value or use of the property to which such Lien is attached; (j) any judgment Lien Liens for Taxes not at the time delinquent or Lien arising from decrees thereafter payable without penalty or attachments not constituting an Event of Defaultbeing diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (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[Reserved]; (l) Liens any zoning or similar law or right reserved or vested in favor of customs and revenue authorities arising as a matter of law any governmental office or agency to secure control or regulate the payment of custom duties in connection with the importation of goods use of, or any reservation in the Ordinary Course of Businessgrant from the crown in respect of, any real property; (m) Liens on 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 Deposit Account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l)creditor depository institution; (n) Permitted Licenses solely 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 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 with respect to its Oil and Gas Properties to the extent that such Permitted License would constitute a Lienburdens 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 (or) Liens securing Indebtedness on Letters of Credit issued hereunder pledged to secure obligations under Hedging Agreements permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPby Section 7.2.20.

Liens. Each Obligor will notNeither Mortgagor, and will not permit any charterer or subcharterer, the master of its Subsidiaries tothe Vessel nor any other Person has or shall have any right, power or authority to create, incur, assume incur or permit to be placed or imposed or continued upon the Vessel and Mortgagor shall not permit to exist on the Vessel any Lien on any Property now owned by it, exceptwhatsoever other than the Lien of this Mortgage and the following: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 shall be required by IFRS shall have been made; (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 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 any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (i) Liens for wages of the crew (including wages of a master to the extent provided by law, "Master's Wages"), general average and salvage (including contract salvage) which shall not have been due and payable for forty-five (45) days after termination of a voyage or which shall then be contested by Mortgagor in connection with transfers permitted under Section 9.09good faith and by appropriate proceedings; provided that such contest shall not subject the Vessel to arrest, attachment, forfeiture or loss or subject the Mortgagee or any Lender to the risk of any civil or criminal liability; (jii) any judgment Lien Liens for wages of the crew (including Master's Wages) and salvage (including contract salvage) which are either unclaimed or Lien arising from decrees or attachments not constituting an Event of Defaultcovered by insurance; (kiii) leases or subleases Liens incident to current operations of real property granted Mortgagor in the Ordinary Course ordinary course of Business, business (except for wages of the crew including Master's Wages and leases, subleases, nonexclusive licenses salvage) or sublicenses of personal property (other than Intellectual Property) granted in the Ordinary Course of Businessliens covered by insurance and any deductible applicable thereto; (liv) Liens in favor of customs and revenue authorities arising as a matter of law to secure for repairs the payment for which is either not overdue or is being contested by Mortgagor in good faith and by appropriate proceedings; provided that such contest shall not subject the Vessel to arrest, attachment, forfeiture or loss or subject the Mortgagee or any Lender to risk of custom duties in connection with the importation of goods in the Ordinary Course of Businessany civil or criminal liability; (mv) Liens on a Deposit Account arising by reason of an actual or constructive total loss or an agreed or compromised total loss of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l)Vessel; (nvi) Permitted Licenses solely Liens permitted by the Trust Indenture; provided that the Liens stated to be permitted by the foregoing subparagraphs (i) through (iv) shall, unless they constitute a Lien for damage arising out of tort, for wages of a stevedore when employed directly by Mortgagor, master, ship's husband, or agent, for wages of the crew (including Master's Wages), for general average, or for salvage (including contract salvage), be permitted only to the extent that such Permitted License would constitute Liens are either accrued but not yet due or are subordinate to the Lien of this Mortgage. Nothing contained in this Section 2.6 constitutes a Lien; and (o) Liens securing Indebtedness permitted pursuant waiver by Mortgagee of Mortgagee's preferred status. If any such Lien is placed on the Vessel which is not subordinate to Sections 9.01(r); provided that no the Lien otherwise permitted under any of the foregoing Sections 9.02(b)this Mortgage, (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPMortgagor will promptly after becoming aware of such Lien notify Mortgagee.

Liens. Each Obligor will notNo Company shall create, and will not permit assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its Subsidiaries toproperty or assets, create, incur, assume or permit to exist any Lien on any Property whether now owned by it, exceptor hereafter acquired; provided that this Section 5.9 shall not apply to the following: (a) a. Liens securing the Obligationsfor taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP; (b) any Lien on any Property b. other statutory Liens incidental to the conduct of any Obligor existing on its business or the Original Closing Date ownership of its property and set forth in Schedule 7.13B; provided assets that (i) no such Lien shall extend to any other Property were not incurred in connection with the incurring of such Obligor Indebtedness or the obtaining of advances or credit, and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value of the Property subject thereto its property or assets or materially impair the use thereof in the operations operation of its business; c. any Lien granted to the Administrative Agent, for the benefit of the business 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 such Person or (ii) are being contested in good faith by appropriate proceedingsdebt secured thereby, which proceedings have and the effect amount and description of preventing the forfeiture or sale of the Property property subject to such Liens and for which adequate reserves have been made if required substantially in accordance with IFRSLiens, shall not be increased; (ee. purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.8(b) Lienshereof, pledges or deposits made in provided that such Lien is limited to the Ordinary Course of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance purchase price and only attaches to the property being acquired; f. easements or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment minor defects or irregularities in title of which is real property not yet due or is being contested interfering in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by IFRS shall have been made; (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 any material respect with the use of Property or minor imperfections such property in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors;Company; or (h) bankers’ g. other Liens, rights in addition to the Liens listed above securing amounts, in the aggregate for all Companies, not to exceed the greater of setoff (x) Thirty Million Dollars ($30,000,000) and similar (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 the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts incurrence of Indebtedness on a pari passu or Securities Accounts held at financial institutions solely junior basis to secure payment of fees and similar costs and expenses of such financial institutions with respect the Obligations shall be subject to such accounts; (i) Liens in connection with transfers permitted under Section 9.09; (j) a customary intercreditor agreement or arrangement, each pursuant to terms reasonably satisfactory to the Administrative Agent. No Company shall enter into any judgment Lien contract 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 agreement (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 contract or agreement entered into in connection with the importation purchase or lease of goods in the Ordinary Course of Business; (m) fixed assets that prohibits Liens on such fixed assets) that would prohibit the Administrative Agent or the Lenders from acquiring a Deposit Account of the Obligors and the cash and cash equivalents thereinsecurity interest, in each casemortgage or other Lien on, securing Indebtedness described in Section 9.01(l); (n) Permitted Licenses solely to the extent that such Permitted License would constitute or a Lien; and (o) Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under collateral assignment of, any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) property or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPassets of such Company.

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or permit suffer to exist any Lien on upon any Property of its property, assets or revenues (including, without limitation, Equity Interests owned by the Borrower and any of its Subsidiaries), whether now owned by itor hereafter acquired, exceptother than the following: (a) pro rata Liens securing any of the ObligationsObligations owing to the Lenders; (b) Liens to secure taxes, assessments and other governmental charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or in respect of which the Borrower or relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any Lien on any Property of any Obligor existing on the Original Closing Date and set forth reserves required in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 thereofaccordance with GAAP have been established; (c) Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens are restricted solely deposits or pledges made in connection with, or to the collateral described in Section 9.01(h)secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) Liens imposed by Law on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which were incurred the Borrower or relevant Subsidiary shall at the time in the Ordinary Course good faith be prosecuting an appeal or proceeding for review and in respect of Business, including which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with GAAP have been established; (but not limited toe) Liens of carriers’, warehousemen’s, landlords’ mechanics and mechanics’ Liensmaterialmen, Liens relating to leasehold improvements and other similar like liens arising on properties in the Ordinary Course of Business and which (i) do not in the aggregate materially detract existence less than 120 days from the value date of the Property subject thereto or materially impair the use creation thereof in the operations respect of the business of such Person obligations not overdue, or (ii) which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, which proceedings have if adequate reserves with respect thereto are maintained on the effect of preventing the forfeiture or sale books 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 Borrower 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 legislationrelevant Subsidiary; (f) Liens securing Taxes, assessments and other governmental charges, the payment encumbrances consisting 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 shall be required by IFRS shall have been made; (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, real property and defects and irregularities in the aggregatetitle thereto, are not materiallandlord's or lessor's Liens under leases to which the Borrower or relevant Subsidiary is a party or under applicable law, and other minor Liens or encumbrances none of which do not in any case materially detract from the value opinion of the Property subject thereto or Borrower interferes materially interfere with the use of the property affected in the ordinary conduct of the business of any the Borrower or such Subsidiary, which defects do not individually or in the aggregate have a materially adverse effect on the business of the ObligorsBorrower or such Subsidiary individually or of the Borrower and its Subsidiaries taken as a whole; (g) (i) outstanding Liens on the Closing Date securing Indebtedness of less than $25,000,000 and (ii) outstanding Liens on the Closing Date securing Indebtedness over $25,000,000 that are listed on Schedule 7.01, and, in each case, any extension, renewal or replacement thereof, in whole or in part, provided however, that the principal amount secured thereby shall not exceed the principal amount secured at the time of extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to only that property (or any portion of such property) which secured the obligation so extended, renewed or replaced (plus any improvements on such property or portion of such property); (h) bankers’ Liensso long as no Event of Default exists at the time such Lien is created, rights of setoff and similar Liens on any Specified Equity Interests, provided, however, that in each case such Liens (A) are incurred in the Ordinary Course of Business and arising only in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely any Monetization Transaction to secure payment of fees and similar costs and expenses obligations owed under such Monetization Transaction, (B) such Liens cover or otherwise attach to only the specific Specified Equity Interests which are the subject of such financial institutions with respect to Monetization Transaction (and rights and interests usually and customarily related thereto, e.g., proceeds and dividends) and do not cover any other property or assets owned or acquired by the Borrower or any of its Subsidiaries, and (C) such accountsLiens remain in existence only during the continuation of such Monetization Transaction; (i) so long as no Default exists before and immediately after giving effect to any such Liens at the time the contractual obligation to grant such Liens is entered into by the Borrower or its Subsidiaries, Liens in connection with transfers favor of governmental entities on assets and properties financed thereby in respect of Indebtedness permitted to be incurred under Section 9.097.03(f); (j) any judgment Lien or Lien arising from decrees or attachments not constituting an (i) so long as no Event of Default;Default pursuant to Sections 8.01(a)(i), 8.01(a)(ii) (with respect to interest on any Loan or L/C Obligation only), 8.01(f) or 8.01(g) exists at the time such Lien is created, Liens on Securitization Assets arising out of the sale, assignment, pledge or transfer of Securitization Assets by U.S. Cellular or any of its Subsidiaries to any Securitization Entity pursuant to a Receivables Securitization and (ii) so long as no Event of Default exists at the time such Lien is created, Liens created by U.S. Cellular or any of its Subsidiaries pursuant to a pledge of the Equity Interests of any Securitization Entity in connection with a Receivables Securitization; and (k) leases or subleases of real property granted in the Ordinary Course of Business, and leases, subleases, nonexclusive licenses or sublicenses of personal property (any 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 in the Ordinary Course of Business; (m) Liens on a Deposit Account the property and assets of the Obligors Borrower and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(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 its Subsidiaries; provided, however, with respect to any Liens that secure Indebtedness of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h)Borrower or any Subsidiary, (i)) in no event shall the sum of (A) the amount of outstanding Indebtedness of the Borrower or any Subsidiary, if any, secured by Liens permitted by this subsection (k), plus (lB) or the amount of outstanding Indebtedness of the Subsidiaries permitted by Section 7.03(d) but not secured by Liens permitted under this subsection (mk), exceed in the aggregate at any time $300,000,000 and (ii) shall apply to any Material Intellectual Property and any Material WaveForm IPsuch Lien may only be incurred so long as no Event of Default exists at the time such Lien is created.

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or permit to exist exist, directly or indirectly, any Lien on any Property property now owned or hereafter acquired by itit or on any income or revenues or rights in respect of any thereof, except:except Liens securing Senior Indebtedness described in Section 7.1(a) and the following (collectively, the “Permitted Liens”): (a) inchoate Liens securing for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, 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 Obligationseffect of preventing the forfeiture or sale of the property subject to any such Lien; (b) any Lien on any Property Liens in respect of any Obligor existing on property of the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens Company imposed by Law Requirements of Law, which were incurred in the Ordinary Course ordinary course of Businessbusiness and do not secure Indebtedness for borrowed money, including (but not limited to) such as carriers’, warehousemen’s, materialmen’s, landlords’ ’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens Liens arising in the Ordinary Course ordinary course of Business business, and which (i) which do not in the aggregate materially detract from the value of the Property subject thereto or property of the Company and do not materially impair the use thereof in the operations operation of the business of such Person or the Company, and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedingsproceedings 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 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 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 pending such appeal or proceedings; (f) Liens (other than any Lien imposed by ERISA) (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 in the ordinary course of 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 (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 clauses (x), (y) and (z) of this paragraph (f), 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 property subject to any such Lien, (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 for which adequate reserves have been made if required substantially in accordance with IFRS; Cash Equivalents, and (eiii) Liens, pledges or the aggregate amount of deposits made in the Ordinary Course at any time pursuant to clause (y) and clause (z) of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; this paragraph (f) Liens securing Taxes, assessments and other governmental charges, shall not exceed $100,000 in 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 shall be required by IFRS shall have been madeaggregate; (g) servitudesLeases as lessor of the properties of the Company, easementsin each case entered into in the ordinary course of its business so long as such Leases do not, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning individually 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 which do not (i) interfere in any case materially detract from the value of the Property subject thereto or materially interfere material respect with the ordinary conduct of the business of any the Company, or (ii) materially impair the use (for its intended purposes) or the value of the Obligorsproperty 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 incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions existing solely to secure payment of fees and similar costs and expenses of such financial institutions 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; 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 (ieither directly or indirectly) Liens in connection with transfers permitted under Section 9.09; (j) the repayment of any judgment Lien or Lien arising from decrees or attachments not constituting an Event of DefaultIndebtedness; (k) leases Liens on property of a person existing at the time such person is acquired or subleases merged with or into or consolidated with the Company to the extent not prohibited by the terms of real this Agreement (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property granted in not subject to such Liens at the Ordinary Course time of Business, and leases, subleases, nonexclusive licenses or sublicenses of personal property acquisition (other than Intellectual Propertyimprovements thereon) granted in and are no more favorable to the Ordinary Course of Businesslienholders than such existing Liens; (l) Liens licenses of Intellectual Property granted by the Company in favor the ordinary course of customs business and revenue authorities arising as a matter of law to secure the payment of custom duties not interfering in connection any material respect with the importation ordinary conduct of goods in business of the Ordinary Course of BusinessCompany; (m) Liens on the filing of UCC financing statements solely as a Deposit Account precautionary measure in connection with operating leases or consignment of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l);goods; and (n) Permitted Licenses solely to Liens otherwise incurred in 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 ordinary course of business of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPCompany consistent with past practice.

Liens. Each Obligor The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary ----- to, create, incur, assume or permit suffer to exist any Lien in, of or on the Property (other than Margin Stock) of the Borrower or any Property now owned by itof its Subsidiaries, except: (a) Liens securing for taxes, assessments or governmental charges or levies on its Property if the Obligationssame shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith 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) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Businesslaw, including (but not limited to) such as carriers’', warehousemen’s, landlords’ 's and mechanics’ Liens, Liens relating to leasehold improvements ' liens and other similar liens arising in the Ordinary Course ordinary course of Business and business which (i) do secure the payment of obligations not in the aggregate materially detract from the value of the Property subject thereto more than 60 days past due or materially impair the use thereof in the operations of the business of such Person or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens and for which adequate reserves shall have been made if required substantially in accordance with IFRSset aside on its books; (ec) Liens, Liens arising out of pledges or deposits made in the Ordinary Course of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensationunder worker's compensation laws, unemployment insurance insurance, old age pensions, or other similar social security or retirement benefits, or similar legislation; (fd) 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 shall be required by IFRS shall have been made; (g) servitudes, Utility easements, rights of way, 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 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, 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 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 materially detract from of such Property having a fair market value in excess of $500,000, certified by such officer to the value Agent, with a copy for each Lender) of the Property subject thereto or materially interfere with at the ordinary conduct of the business of any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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 in the Ordinary Course of Business; (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(l); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lientime it was so acquired; and (og) Liens not otherwise permitted by the foregoing clauses (a) through (f) securing any Indebtedness permitted pursuant to Sections 9.01(r); of the Borrowers, provided that no Lien otherwise -------- the aggregate principal amount of Indebtedness secured by Liens permitted under any of the foregoing Sections 9.02(b), (c), (d), (e), by this clause (g), (h), (i), (k), (l) or (m) shall apply to not exceed $5,000,000 at any Material Intellectual Property and any Material WaveForm IPtime.

Liens. Each Obligor Subject to the provisions of Article XII relating to permitted contests, Tenant will not, 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 permit 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 its Subsidiaries tothis Lease; (vi) liens for Impositions not yet delinquent or being contested in accordance with Article XII, createprovided 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, incurlaborers, assume materialmen, suppliers or permit to exist any Lien on any Property now owned by itvendors for sums either disputed or not yet due, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i1) no such Lien shall extend to any other Property the payment of such Obligor and sums shall not be postponed under any related contract for more than sixty (ii60) any such Lien shall secure only those obligations which it secures on days after the Original 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(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value completion of the Property subject thereto or materially impair the use thereof in the operations of the business of action giving rise to such Person or (ii) are lien unless being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 Article XII 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, provisions as shall be required by IFRS law or GAAP shall have been made;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) (g1) servitudesliens 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, easementshowever, rights the requirement that the liens created by a Permitted Leasehold Mortgage encumber the entirety of wayTenant’s Leasehold Estate, restrictions 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 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 whichthat, 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 encumber the Leasehold Estate (or a Subtenant to encumber its subleasehold interest) in the Leased Property or any 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 materialcapable 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 which do minor title deficiencies on or with respect to the Leased Property or any portion thereof, in each case whether now or hereafter in existence, not individually or in any case the aggregate materially detract from the value of the Property subject thereto or materially interfere interfering with the ordinary conduct of the business on the Leased Property for the Primary Intended Use, 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 as otherwise expressly provided under this Lease, and nothing contained herein shall be deemed or construed to prohibit the Obligors; issuance of a lien on the Equity Interests in Tenant (hit being agreed that any foreclosure by a lien holder on such interests in Tenant shall be subject to the restrictions on transfers of interests in Tenant and Change of Control set forth in Article XXII) bankers’ Liens, rights of setoff or to prohibit Tenant from pledging (A) its Accounts and similar Liens incurred in the Ordinary Course of Business and arising other Tenant’s Property as collateral (1) in connection with the Obligors’ Deposit Accounts financings of equipment and other purchase money indebtedness or Securities Accounts held at financial institutions solely (2) to secure payment Permitted Leasehold Mortgages, or (B) its Accounts and other property 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 Ordinary Course of Business, and leases, subleases, nonexclusive licenses or sublicenses of personal property Tenant (other than Intellectual Tenant’s Property) ); provided that, Tenant shall in no event pledge to any Person that is not granted in the Ordinary Course a Permitted Leasehold Mortgage hereunder any 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 a Deposit Account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l); (n) Permitted Licenses solely Tenant’s Property to the extent that such Permitted License would constitute Tenant’s Property cannot be removed from the Leased Property without (I) damaging or impairing the Leased Property (other than in a Lien; and (o) Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(bde minimis manner), (c)II) impairing in any material respect the operation of the Facility for its Primary Intended Use, (d), (e), (g), (h), (i), (k), (l) or (mIII) shall apply 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 Term in accordance with Section 36.1 (after giving effect to the repayment of any Material Intellectual Property indebtedness encumbering the Gaming Assets and release of any Material WaveForm IPliens thereon as required by such Section 36.1).

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume Create or permit suffer to exist any Lien on upon any of its Property (including without limitation, Equity Interests in any Credit Party’s Subsidiaries) now owned or hereafter acquired, or acquire any Property now owned by itupon any conditional sale or other title retention device or arrangement or any purchase money security agreement; provided, excepthowever, that the Credit Parties and their Subsidiaries (or any of them) may create or suffer to exist: (a) Liens securing in effect on the Obligationsdate hereof and which are described on Schedule 7.2 attached hereto, provided, that the Property covered thereby does not increase in scope and such Liens may not be renewed and extended, unless the same relate to Refinancing Indebtedness permitted by Section 7.1(e) above; (b) Liens against the Collateral in favor of the Collateral 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, 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 which are being contested in good faith by appropriate 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 landlord or owner of 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 occurred 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 (iii) such Lien shall not 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, (i) the applicable Lien existed on the applicable Property prior to the acquisition thereof by the Borrower or any Subsidiary or existed on any Property of any Obligor existing on Person that becomes a Subsidiary of the Original Closing Date and set forth in Schedule 7.13B; provided that Borrower after the date hereof prior to the time such Person becomes a Subsidiary, (iii) no such the applicable Lien shall extend not apply to any other Property of such Obligor the Borrower or any Subsidiary, and (iiiii) any such the applicable Lien shall secure only those obligations which it secures on the Original Closing Date and extensionsdate of the applicable acquisition or the date such Person becomes a Subsidiary, renewals and replacements thereof that do not increase as the outstanding principal amount thereofcase may be; (ck) Liens consisting of bankers’ liens and rights of setoff, but only to the extent 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 under in accordance with Section 9.01(h7.1(n); provided that such . Provided, however, notwithstanding anything contained above in this Section 7.2 to the contrary, if any of the permitted Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) type that are being contested in good faith by appropriate proceedingsproceedings as to the Borrower or any of its Subsidiaries, which proceedings have the effect of preventing the forfeiture or sale of the Property subject Indebtedness giving rise to such Liens and for which adequate reserves have been made if required substantially in accordance with IFRS; (econtested Lien(s) 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 shall must be required by IFRS shall have been made; (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 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 immediately paid upon commencement of any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts foreclosure process or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions proceeding with respect to such accounts; Lien(s) unless the same shall be effectively stayed or a surety bond with respect thereto (i) Liens which is satisfactory 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 in the Ordinary Course of Business; (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(l); (n) Permitted Licenses solely all respects 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 foregoing Sections 9.02(bAgent), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPis posted.

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or permit to exist exist, directly or indirectly, any Lien on any Property property now owned or hereafter acquired by itit or on any income or revenues or rights in respect of any thereof, except:except the following (collectively, the “Permitted Liens”): (a) Liens securing the Obligationsfor Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (b) any Lien on any Property Liens in respect of property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that Group Member imposed by Requirements of Law, (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course ordinary course of Businessbusiness and do not secure Indebtedness for borrowed money, including (but not limited to) such as carriers’, warehousemen’s, materialmen’s, landlords’ ’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens Liens arising in the Ordinary Course ordinary course of Business business or otherwise pertaining to Indebtedness permitted under Section 6.01(f) and (h) which (i) do not in the aggregate materially detract from the value of the Property subject thereto or property of the Group Members, taken as a whole, and do not materially impair the use thereof in the operations operation of the business of such Person or (ii) 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 proceedingsproceedings 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 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 for which adequate reserves have been made if required substantially in accordance with IFRS; cash equivalents (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 shall be required by IFRS shall have been madeincluding Cash Equivalents); (g) servitudesLeases, easementssubleases, rights licenses and sublicenses of way, restrictions and any Property (other similar encumbrances on real Property imposed than Intellectual Property) of any Group Member granted 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 whichsuch Group Member to third parties, in the aggregate, are not material, and which do not each case entered into in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct course of the business of any of the Obligorssuch 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 incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions existing solely to secure payment of fees and similar costs and expenses of such financial institutions 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 accountsaccounts 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; (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 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 precautionary measure in connection with transfers permitted under Section 9.09operating leases or consignment of goods; (jq) any judgment Lien or Lien arising from decrees or attachments not constituting an Event of Default[reserved]; (kr) leases [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 subleases other obligations owed by such Restricted Subsidiary to such other Restricted Subsidiary or (ii) in favor of real property any Credit Party; (v) Liens on insurance policies and the proceeds thereof granted in the Ordinary Course ordinary course of Business, and leases, subleases, nonexclusive licenses or sublicenses business to secure the financing of personal property (other than Intellectual Property) granted in the Ordinary Course of Businessinsurance premiums with respect thereto under Section 6.01(k); (lw) 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), which Liens are in favor of the 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 a matter of law to secure the payment of custom customs duties in connection with the importation of goods in the Ordinary Course of Businessgoods; (mx) Liens of any Group Member 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 Deposit Account Credit Party permitted to be incurred pursuant to Section 6.01 (so long as such Liens do not extend to the assets of the Obligors any Credit Parties); (z) Liens on (A) Receivables Assets and the cash related assets incurred in connection with a Receivables Facility and cash equivalents therein(B) Securitization Assets and related assets arising in connection with a Qualified Securitization Financing, in each case, securing Indebtedness described in compliance with Section 9.01(l6.05(q); (naa) Permitted Licenses 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 seller of any property to be acquired in an Investment permitted pursuant to Section 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, put and call arrangements, rights of first refusal and similar rights relating to Investments in Persons that are not Restricted Subsidiaries of Holdings or (ii) of any joint venture or 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, stock or asset purchase agreements and similar agreements, in each case, solely to the extent that such Permitted License disposition would constitute a Lien; and (o) Liens securing Indebtedness be permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPterms hereof.

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or permit suffer to exist any Lien on upon any Property of its property, assets or revenues, whether now owned by itor hereafter acquired, exceptother than the following: (a) Liens securing created pursuant to the ObligationsCredit Documents; (b) any Lien on any Property of any Obligor existing Liens on the Original Closing Date Collateral securing the 2025 Senior Secured Notes and set forth in Schedule 7.13B; provided that (i) no any Guarantee thereof, so long as such Lien shall extend Liens are subject to any other Property of such Obligor and (ii) 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 thereofPari Passu Intercreditor Agreement; (c) Liens existing on the Closing Date and, if securing Indebtedness permitted under Section 9.01(h)obligations in excess of $5.0 million, listed on Schedule 8.01, together with any extensions, replacements, modifications or renewals of the foregoing; provided that the collateral interests are not broadened or increased or secure any Property not secured by such Liens are restricted solely on the Closing Date (but shall be permitted to apply to after-acquired Property affixed or incorporated into the collateral described in Section 9.01(hProperty covered by such Lien and the proceeds and products of the foregoing); (d) Liens for Taxes, assessments or governmental 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 which were incurred in the Ordinary Course law or pursuant to customary reservations or retentions of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens title arising in the Ordinary Course ordinary course of Business business; provided that such Liens secure only amounts not yet due and which 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 (i30) do not in the aggregate materially detract from the value of the Property subject thereto days, or materially impair the use thereof in the operations of the business of such Person or (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens and for which adequate reserves have been made if required substantially determined in accordance with IFRSIFRS have been established (and as to which the property subject to any such Lien is not yet subject to a foreclosure, sale or loss proceeding on account thereof (other than a proceeding where foreclosure, sale or loss has been stayed)); (ef) Liens, pledges Liens incurred or deposits made in the Ordinary Course ordinary course of Business business in connection with bids, grant applications, Contracts, leases, appeal bonds, 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 social security legislation; obligations (f) Liens securing Taxes, assessments and other governmental charges, exclusive of obligations for 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 shall be required by IFRS shall have been madeborrowed money); (g) servitudesLiens 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, easementsrights-of-way, covenants, conditions, restrictions (including zoning restrictions), declarations, rights of wayreverter, restrictions minor defects or irregularities in title and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting charges or encumbrances, whether or not of zoning or building restrictionsrecord, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto whichthat do not, in the aggregate, are not material, and which do not interfere in any case materially detract from the value of the Property subject thereto or materially interfere material respect with the ordinary conduct course of business of the business of any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts Borrower 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 accountsits Subsidiaries; (i) Liens on property of any Person securing Purchase Money Indebtedness or Indebtedness in connection with transfers permitted respect of Sale and Leaseback Transactions, capital leases and Synthetic Leases of such Person, in each case to the extent incurred under Section 9.098.03(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 judgment Lien or Lien arising from decrees or attachments not constituting an Event material respect with the business of Defaultthe Borrower and its consolidated Subsidiaries; (k) leases any interest or subleases title of real property granted in the Ordinary Course of Businessa lessor or sub-lessor under, and leasesLiens arising from UCC or PPSA financing statements (or equivalent filings, subleasesregistrations or agreements in foreign jurisdictions) relating to, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the Ordinary Course of Businessleases and subleases permitted by this Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom customs duties in connection with the importation of goods and Liens deemed to exist in the Ordinary Course of Businessconnection 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 on a Deposit Account relating to bankers liens, rights of the Obligors and the cash and cash equivalents therein, setoff or similar rights in each case, favor of banks or other depository institutions not securing Indebtedness described in Section 9.01(l)Indebtedness; (n) Permitted Licenses solely to Liens of a collection bank arising under Section 4-208 of the extent that such Permitted License would constitute a Lien; andUCC (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 permitted pursuant to Sections 9.01(rincurred under Section 8.03(l)); provided that no Lien otherwise 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 be 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 foregoing Sections 9.02(bSubsidiaries 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 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 (it being understood that an intercreditor agreement substantially in the form of the 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 8.03(y)(i), (c), (d), (e), (g), (h), (i), (k), (lii) or (miii)(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 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 8.03(h), 8.03(j) or 8.03(y)(iii)(B) on a junior lien basis to the Obligations, so long as (X) on a Pro Forma Basis after giving effect to such Indebtedness as of the last day of the most recently ended Measurement Period, the Consolidated Senior Secured Net Leverage Ratio is equal to or less than 5.50:1.00 and (Y) such Indebtedness shall apply be subject to any Material Intellectual Property a customary junior priority intercreditor agreement on terms that are reasonably satisfactory to the Administrative Agent and any Material WaveForm IP.the Borrower; and

Liens. Each Obligor The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any Property property or assets (real or personal, tangible or intangible) of the Borrower or any of its Subsidiaries, whether now owned by itor hereafter acquired, except:or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or any of its Subsidiaries), or assign any right to receive income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute; provided that in no event shall the provisions of this Section 10.01 apply to the capital stock of the Borrower, and provided further that the provisions of this Section 10.01 shall not prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”): (ai) inchoate Liens securing the Obligationsfor Taxes not yet due and payable or Liens for Taxes being contested in good faith and by appropriate proceedings for which, if applicable, adequate reserves have been established in accordance with GAAP; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) Liens in respect of property or assets of the Borrower or 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens of its Subsidiaries imposed by Law law, which were incurred in the Ordinary Course ordinary course of Businessbusiness and do not secure Indebtedness for borrowed money, including (but not limited to) such as carriers’, warehousemen’s, landlords’ materialmen’s and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens Liens arising in the Ordinary Course ordinary course of Business and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 IFRSbusiness; (eiii) Liens in existence on the Effective Date which are listed, and the property subject thereto described, in Schedule IV, and any renewals, replacements and extensions of such Liens, pledges or deposits made in provided that (x) the Ordinary Course aggregate principal amount 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 provisionsIndebtedness, if any, as shall be required secured by IFRS shall have been madesuch Liens does not increase from that amount outstanding at the time of any such renewal, replacement or extension (plus unpaid, accrued interest and premiums thereon and underwriting discounts, fees, commissions and expenses) and (y) any such renewal, replacement or extension does not encumber any additional assets or properties of the Borrower or any of its Subsidiaries; (giv) 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, Liens created pursuant to the Security Documents; (v) licenses, restrictions on the use of Property sublicenses, leases or minor imperfections in title thereto which, in the aggregate, are subleases granted to other Persons not material, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere interfering with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (vi) Liens upon assets of the Borrower or any of its Subsidiaries subject to Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are permitted by Section 10.04(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 Subsidiary of the Borrower; (vii) Liens placed upon equipment, machinery or other property or improvements acquired after the Effective Date (or, in the case of improvements, constructed after the Effective Date) and used in the ordinary course of business of the Borrower or any of its Subsidiaries and placed within 60 days of the acquisition thereof by the Borrower or such Subsidiary 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 equipment or machinery or extensions, renewals or replacements of any of the Obligorsforegoing for the same or a lesser amount, provided that (x) the Indebtedness secured by such Liens is permitted by Section 10.04(iv) and (y) in all events, the Lien encumbering the equipment or machinery so acquired does not encumber any other asset of the Borrower or its Subsidiaries; (hviii) bankers’ Lienszoning restrictions, rights of setoff municipal ordinances, building codes, easements, rights-of-way, restrictions, encroachments and other similar Liens incurred charges or encumbrances, and minor title deficiencies, in the Ordinary Course of Business each case not securing Indebtedness and arising in connection not materially interfering with the Obligors’ Deposit Accounts conduct of the business of the Borrower or Securities Accounts held at financial institutions solely to secure payment any of fees and similar costs and expenses of such financial institutions with respect to such accountsits Subsidiaries; (iix) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in connection with transfers permitted under Section 9.09the ordinary course of business; (jx) any judgment Lien or Lien Liens arising from judgments, decrees or attachments (or securing of appeal bonds with respect thereto) in circumstances not constituting an Event of Default; (kxi) statutory and common law landlords’ liens under leases or subleases to which the Borrower or any of real property granted in the Ordinary Course of Business, and leases, subleases, nonexclusive licenses or sublicenses of personal property its Subsidiaries is a party; (xii) Liens (other than Intellectual PropertyLiens imposed under ERISA) granted incurred in the Ordinary Course ordinary course of Businessbusiness in connection with workers’ compensation claims, unemployment insurance and social security benefits and Liens securing the performance of bids, 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 and consistent with past practice (exclusive of obligations in respect of the payment for borrowed money), provided that the aggregate amount of all cash and the Fair Market Value of all other property subject to all Liens permitted by this clause (xii) shall not at any time exceed $3.0 million; (lxiii) 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 of its Subsidiaries 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; (xiv) 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 the payment of custom customs duties in connection with the importation of goods in the Ordinary Course of Businessgoods; (mxv) Liens arising under Article 2 or Article 4 of the UCC and 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 Subsidiary, 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 or banks with respect to cash management and operating account arrangements; (xvi) Liens on a Deposit Account assets of the Obligors and the cash and cash equivalents therein, in each case, Foreign Subsidiaries securing Indebtedness described in permitted to be incurred by such Foreign Subsidiaries pursuant to Section 9.01(l10.04(x); (nxvii) Permitted Licenses solely licenses of intellectual property granted in a manner consistent with past practice; (xviii) Liens incurred in the ordinary course of business and consistent with past practice to secure Indebtedness of the Borrower and its Subsidiaries with respect to bonds required in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries; (a) any Lien existing on an asset (other than Equity Interests of one or more Subsidiaries) of a Person at the time such Person becomes a Subsidiary of the Borrower, or (b) any Lien existing on any asset (other than Equity Interests of one or more Subsidiaries) prior to the extent acquisition thereof by the Borrower or a Subsidiary of the Borrower, in each of clauses (a) and (b) not created in contemplation of such event and that do not secure obligations in excess of $25.0 million in the aggregate for all such Permitted License would constitute a LienLiens at any time; (xx) Liens on (a) insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto permitted under Section 10.04(xvi), (b) incurred premiums, dividends and rebates and other identifiable proceeds therefrom which may become payable under insurance policies and loss payments which reduce the incurred premiums on such insurance policies, (c) rights which may arise under state insurance guarantee funds relating to any such insurance policy and (d) pledges or deposits of cash and Cash Equivalents securing deductibles, self-insurance, co-payment, c o-insurance, retentions or similar obligations to providers of property, casualty or liability insurance in the ordinary course of business; and (oxxi) additional Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien of the Borrower or any Subsidiary of the Borrower not otherwise permitted under by this Section 10.01 that do not secure obligations in excess of $15.0 million in the aggregate for all such Liens at any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPtime.

Liens. Each Obligor The Borrower will not, and nor will not it permit any of its Subsidiaries Significant Subsidiary to, create, incur, assume or permit suffer to exist any Lien in, of or on any Property now owned by itthe Borrower or any of 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: (ai) Liens securing for taxes, assessments or governmental charges or levies on its Property if the Obligationssame (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; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were law or pursuant to customary reservations or retentions of title that are incurred in the Ordinary Course ordinary course of Businessbusiness, including (but not limited to) such as carriers’, warehousemen’s, laborers’, materialmen’s, landlords’, repairmens’, suppliers’ and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens arising in the Ordinary Course ordinary course of Business 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) and for which adequate reserves in accordance with GAAP shall have been set 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 zoning 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 (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 shall be required by IFRS shall have been made; (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 which do not in any case materially detract from the value of the Property subject thereto same or materially interfere with the ordinary conduct of the business of any of the ObligorsBorrower and its Significant Subsidiaries taken as a whole; (hv) 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 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 such acquisition, and refinancings, renewals, extensions and replacements of the same; (xii) Liens arising under or related to any statutory or common law provisions relating to bankers’ Liensliens (including, without limitation, Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection), rights of setoff 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 similar Liens incurred provisions of applicable law in the Ordinary Course ordinary course of Business business, covering only the goods sold and arising 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 the Obligors’ 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;litigation settlements; and (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; (lxv) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of custom customs duties in connection with the importation of goods in the Ordinary Course ordinary course of Business; (m) business and other similar Liens on a Deposit Account arising in the ordinary course of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(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 foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPbusiness.

Liens. Each Obligor The Parent will not, and will not permit any of its Subsidiaries to, create, incur, assume create or permit suffer to exist any Lien on upon any Property property or assets, now owned by itor hereafter acquired, securing any Indebtedness or other obligation, except: : (ai) the Liens securing created pursuant to the Obligations; Security Documents; (bii) any Lien on any Property of any Obligor the Liens existing on the Original A&R Closing Date and set forth in Schedule 7.13B; III and Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien set forth on Schedule III, provided that (i) no such Lien shall extend to any other Property the principal amount of such Obligor Indebtedness is not increased and is not secured by any additional assets; (ii) 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;iii) (cA) Liens securing Indebtedness permitted under by clauses (iii), (v), (viii), (ix)(b), (xi) (solely to the extent the Indebtedness that is guaranteed is otherwise permitted to be secured pursuant to this Section 9.01(h)9.13) and/or (xii) of Section 9.08; and (B) Liens securing Acquired Debt, provided that such Liens are restricted solely cover only those assets that were covered by such Liens prior to the collateral described in Section 9.01(h); relevant acquisitions; (div) Liens imposed for taxes and assessments not yet delinquent or which are being contested in good faith and by Law which were incurred appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in the Ordinary Course accordance with GAAP; (v) statutory Liens of Business, including (but not limited to) landlords and Liens of carriers’, warehousemen’s, landlords’ and mechanics’ Liens’, materialmen’s, repairmen’s or other like Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course ordinary course of Business and business which (i) do are not in the aggregate materially detract from the value overdue for a period of the Property subject thereto more than 30 days or materially impair the use thereof in the operations of the business of such Person or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 provisionsconducted, if any, as shall be required by IFRS shall have been made; (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 adequate reserves with respect thereto are maintained on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value books of the Property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors; applicable Person; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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; (lvi) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment payments of custom customs duties in connection with the importation of goods goods; (vii) pledges or deposits in the Ordinary Course ordinary course of Business; business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by E▇▇▇▇; (mviii) normal and customary banker’s Liens on a Deposit Account and rights of setoff arising in the Obligors ordinary course of business with respect to cash and the cash equivalents; provided that such cash and cash equivalents thereinare 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, in each case, securing Indebtedness described in Section 9.01(l); (n) Permitted Licenses fees and reimbursable expenses relating solely to deposit accounts, and for returned items); (ix) deposits to secure the extent that such Permitted License would constitute performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a Lienlike nature incurred in the ordinary course of business; and (ox) 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 Subsidiary Borrower) securing Indebtedness of such Excluded Subsidiary permitted pursuant to Sections 9.01(r)hereunder; (xiii) other Liens arising in the ordinary course of the business of the Parent or such Subsidiary which 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 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 EBITDA as of the last day of the 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 any province or territory thereof, as applicable, of any real property or any interest therein or in any comparable grant in jurisdictions other than Canada; provided that no Lien otherwise permitted under any such reservations, limitations, provisos and conditions do not reduce the value of the foregoing Sections 9.02(b)applicable property or assets or materially interfere with the use of 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 (xviii) servicing agreements, (c)development agreements, (d)site plan agreements, (e), (g), (h), (i), (k), (l) subdivision agreements and other agreements with a Governmental Authority pertaining to the use or (m) shall apply to development of any Material Intellectual Property properties or assets; provided that such agreements are complied with and any Material WaveForm IPdo not reduce the value of the property or assets or materially interfere with the use of such property or assets.

Liens. Each Obligor The Borrower will not, and will not permit any of its Subsidiaries agree to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any Property property or assets (real, personal or mixed, tangible or intangible) of the Borrower, whether now owned by itor hereafter acquired, except:provided that the provisions of this Section 8.01 shall not prevent the creation, incurrence, assumption or existence of, prior to the Disbursement Date, Lender Credit Permitted Liens and, thereafter, the following Liens (each, a "Post-Completion Permitted Lien"): (a) Liens securing any tax or other statutory Lien, provided that such lien shall be discharged within sixty (60) days after the ObligationsBorrower or the General Partner becomes aware or reasonably should have been aware of such Lien (unless contested in good faith by the Borrower, in which case it shall be 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) any Lien on any Property of any Obligor existing on Liens created pursuant to the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 thereofSecurity Documents; (c) purchase-money Liens securing 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 permitted under Section 9.01(hsecured by such purchase-money Lien shall 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); provided that and (v) the Indebtedness secured by such Liens are restricted solely to purchase-money Lien is not otherwise prohibited by the collateral described in provisions of Section 9.01(h)8.05; (d) Liens imposed on property and equipment constituting leases permitted by Law which were Section 8.04; and (e) mechanics', materialmen's, carrier's and similar Liens securing obligations incurred in the Ordinary Course ordinary course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and 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 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 Property subject thereto Site, any Plant, the Power Plant or the Project or other assets of the Borrower or materially impair the use thereof 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 operations 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 when due and (y) the rate specified in Section 3.02(a) plus 1.0% or (in the case of the business of such Person or (iiCollateral Trustee) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 shall be required by IFRS shall have been made; (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 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 any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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 in the Ordinary Course of Business; (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(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 foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPBase Rate plus 3.75%.

Liens. Each Obligor It will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property now owned by it, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date date hereof and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date 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(h9.01(g); provided that such Liens are restricted solely to the collateral described in Section 9.01(h9.01(g); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liensliens, Liens liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens liens and for which adequate reserves have been made if required substantially in accordance with IFRSGAAP; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, grant applications, Contractscontracts, 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 shall be required by IFRS GAAP shall have been made; (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 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 any of the Obligors; (h) bankers’ Liensbanker’s liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts deposit accounts or Securities Accounts 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; (i) Liens in connection with transfers permitted under Section 9.09; (j) any judgment Lien lien or Lien 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 goods, not securing an amount in the Ordinary Course aggregate in excess of Business$750,000 at any given time; (m) Liens on a Deposit Account deposit account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l9.01(k);; and (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 foregoing Sections 9.02(bSection 9.02 (excluding Section 9.02(a), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPProperty.

Liens. Each Obligor will notNo Loan Party shall, and will not nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or permit suffer to exist any Lien on the Property of any Property Loan Party or any Subsidiary, whether now owned by itor hereafter acquired, except:or assign any right to receive any income, other than the following (collectively, the “Permitted Liens”): (a) Liens securing the ObligationsSecured Obligations pursuant to the Security Documents; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Businesslaw, including (but not limited to) such as materialmen’s, mechanics’, carriers’, warehousemen’sworkmen’s and repairmen’s liens, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course ordinary course of Business 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 purchase money Debt or is the subject of any such Capital Lease, and all proceeds thereof (including insurance proceeds), and the amount secured thereby is not increased, and (ii) such Lien 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 aggregate) materially detract from affect the value of the Property subject thereto assets encumbered thereby or materially impair the ability of any Loan Party to use thereof such assets in its business, 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) any appropriate legal proceedings which may have been duly initiated for the operations of the business review of such Person 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 or any of its Subsidiaries warranted in the Security Documents or this Agreement, (ii) such Liens do not secure borrowed money, (iii) such Liens secure amounts that are not yet due or are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to if such Liens and for which adequate reserves reserve as may be required by GAAP shall have been made therefor, (iv) such Liens are limited to the assets that are the subject of such agreements, and (vi) such Liens, if required substantially in accordance with IFRSfavor of an Affiliate of a Loan Party, is subordinated to the Obligations pursuant to a Subordination Agreement; (ei) Liensroyalties, 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 ordinary course of Business business in connection compliance 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 laws 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 shall be required by IFRS shall have been made; (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 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 any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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 Defaultregulations; (k) leases 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 subleases face amount of real property granted in the Ordinary Course of Business, and leases, subleases, nonexclusive licenses or sublicenses of personal property (other than Intellectual Propertyall Debt secured under this Section 6.2(k) granted in the Ordinary Course of Business;shall not exceed $500,000; and (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 a Deposit Account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l); (n) Permitted Licenses solely Second Lien Debt to the extent that such Permitted License would constitute a Lien; and (o) Liens securing Indebtedness permitted pursuant to Sections 9.01(r)under the Intercreditor Agreement; provided that no Lien otherwise permitted under any that, subject to the terms of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h)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 (k), (lii) or (m) the Liens securing the Obligations shall apply be senior to any Material Intellectual Property and any Material WaveForm IPthe Liens securing the Second Lien Debt.

Liens. Each Obligor Subject to the provisions of Article XII relating to permitted contests, Tenant will not, 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 permit 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 its Subsidiaries to(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, createlaborers, incurmaterialmen, assume suppliers or permit to exist any Lien on any Property now owned by itvendors for sums either disputed or not yet due, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i1) no such Lien shall extend to any other Property the payment of such Obligor and sums shall not be postponed under any related contract for more than sixty (ii60) any such Lien shall secure only those obligations which it secures on days after the Original 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(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value completion of the Property subject thereto or materially impair the use thereof in the operations of the business of action giving rise to such Person or (ii) are lien unless being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 Article XII 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, provisions as shall be required by IFRS law or GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions made therefor and other no foreclosure or 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 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 any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions remedies with respect to such accounts; 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 (ix) Liens in connection with transfers permitted under Section 9.09; ten (j10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; or (2) any judgment Lien such liens are in the process of being contested as permitted by Article XII; (viii) any Lessor Liens or Lien arising from decrees or attachments not constituting an Event of Default; other liens created by Landlord; (kix) liens related to equipment leases or subleases of real property granted equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Ordinary Course of BusinessLeased Property, 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 provided that the payment of custom duties any sums due under such equipment leases or equipment financing shall either (1) be paid as and when due in connection accordance with the importation of goods terms thereof, or (2) be in the Ordinary Course process of Business; 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; (mx) Liens on liens granted as security for the obligations of Tenant and its Affiliates under a Deposit Account Debt Agreement; provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to 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 of its Subsidiaries) in the Obligors and the cash and cash equivalents thereinGaming Licenses (other than, in each case, securing Indebtedness described 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 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 9.01(l11.1) 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); (n) ; 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 solely 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 License would constitute Leasehold Mortgagee) a Lien; and lien on, and any and all lien holders (oincluding a Permitted Leasehold Mortgagee) Liens securing Indebtedness permitted pursuant shall not have the right to Sections 9.01(r)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 shall not encumber the Leased Property with any easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or 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 its 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 no Lien otherwise permitted under 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 foregoing Sections 9.02(b)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 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 (c)a) the 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 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 (d)and to that end, (e)Tenant hereby grants, (g)assigns and transfers to the Landlord a security interest in all right, (h), (i), (k), (l) title or (m) shall apply interest in or to any Material Intellectual 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 the Leased Property (it being understood that nothing herein shall affect the rights of a Permitted Leasehold Mortgagee under Article XVII hereof). At any time and from time to time upon the request of the Landlord, and at the expense of the Tenant, 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 to more fully perfect or renew the rights of the Landlord with respect to the Leased Property. Upon the exercise by the Landlord of any Material WaveForm IPpower, right, privilege or remedy pursuant to this Master Lease which requires any consent, approval, recording, qualification or authorization of 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 obtain from Tenant for such consent, approval, recording, qualification or authorization.

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or permit suffer to exist any Lien on upon any Property of its Property, whether now owned by itor hereafter acquired, exceptother than the following: (a) Liens securing the Obligationspursuant to any Loan Document; (b) any Lien on any Property of any Obligor Liens existing on the Original Closing Date and set forth in listed on Schedule 7.13B; 7.01 and any renewals or extensions thereof, provided that (i) no such Lien shall extend to the Property covered thereby is not increased and any other Property renewal or extension of such Obligor and (ii) any such Lien shall secure only those the obligations which it secures on the Original Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofsecured or benefited thereby is permitted by Section 7.03(b); (c) Liens securing Indebtedness permitted (other than Liens imposed under Section 9.01(h)ERISA) for taxes, assessments or governmental charges or levies 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; provided provided, that the holder of any such Liens are restricted solely to Lien has not commenced any enforcement actions against the collateral described in Section 9.01(h)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 which were incurred in the Ordinary Course law or pursuant to customary reservations or retentions of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens title arising in the Ordinary Course ordinary course of Business business, provided that such Liens secure only amounts not yet due and which (i) do not in payable or, if due and payable, are unfiled and no other action has been taken to enforce the aggregate materially detract from the value of the Property subject thereto same or materially impair the use thereof in the operations of the business of such Person or (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens and for which adequate reserves have been made if required substantially determined in accordance with IFRSGAAP have been established; (e) Liens, pledges or deposits made in the Ordinary Course ordinary course of Business business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or and other similar social security legislation, other than any Lien imposed by ERISA; (f) Liens securing Taxesdeposits to secure the performance of bids, assessments trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other governmental charges, obligations of a like nature incurred in the payment ordinary course 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 shall be required by IFRS shall have been madebusiness; (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 which Liens securing Indebtedness permitted under Section 7.03(c); provided that (i) such Liens do not in at any case materially detract from time encumber any Property other than the value Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property subject thereto being acquired on the date of acquisition and (iii) such Liens attach to such Property concurrently with or materially interfere with within thirty (30) days after the ordinary conduct of the business of any of the Obligorsacquisition thereof; (h) bankers’ Liensleases, rights of setoff and similar Liens incurred licenses or subleases granted to others not interfering in the Ordinary Course of Business and arising in connection any material respect with the Obligors’ Deposit Accounts business of any Loan Party 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 accountsany 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 connection with transfers foreign jurisdictions) solely evidencing such lessor’s interest under, leases permitted under Section 9.09by this Agreement; (j) any judgment Lien or Lien arising from decrees or attachments not constituting an Event of DefaultLiens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (k) leases normal and customary rights of setoff upon deposits of cash in favor of banks 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 Businessdepository institutions holding such deposits; (l) Liens in favor of customs and revenue authorities a collection bank arising as a matter under Section 4-210 of law to secure the payment of custom duties in connection with the importation of goods UCC on items in the Ordinary Course course of Businesscollection; (m) Liens on a Deposit Account created or deemed to exist by the establishment of trusts for the Obligors purpose of satisfying (i) Governmental Reimbursement Program Costs and (ii) other actions or claims pertaining to the cash and cash equivalents thereinsame or related matters or other Medical Reimbursement Programs, provided that the Borrower, in each case, securing Indebtedness described in Section 9.01(l);shall have established adequate reserves for such claims or actions; and (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(rjudgments for the payment of money not constituting an Event of Default under Section 9.01(h); provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IP.

Liens. Each Obligor It will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property now owned by it, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date date hereof and set forth in Schedule 7.13B; provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date 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(h9.01(g); provided that such Liens are restricted solely to the collateral described in Section 9.01(h9.01(g); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liensliens, Liens liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens liens and for which adequate reserves have been made if required substantially in accordance with IFRSGAAP; (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, grant applications, Contractscontracts, 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 shall be required by IFRS GAAP shall have been made; (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 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 any of the Obligors; (h) bankers’ Liensliens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts deposit accounts or Securities Accounts 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; (i) Liens in connection with transfers permitted under Section 9.09; (j) any judgment Lien lien or Lien 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 goods, not securing an amount in the Ordinary Course aggregate in excess of Business$100,000 at any given time; (m) Liens on a Deposit Account deposit account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l9.01(k);; and (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 foregoing Sections 9.02(b9.02 (excluding Sections 9.02(a) and 9.02(n), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPProperty.

Liens. Each Obligor will notNo Company shall create, and will not permit assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its Subsidiaries toproperty or assets, create, incur, assume or permit to exist any Lien on any Property whether now owned by it, exceptor hereafter acquired; provided that this Section 5.09 shall not apply to the following: (a) Liens securing for Taxes not yet due and payable (or in the Obligationscase of property taxes and assessments, not more than ninety (90) days overdue) or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP; (b) any Lien on any Property 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 any Obligor existing on business or the Original Closing Date ownership of such Company’s property and set forth in Schedule 7.13B; provided assets that (i) no such Lien shall extend to any other Property do not secure the repayment of such Obligor Indebtedness, and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value of the Property property subject thereto or materially impair the use thereof in the operations of the business of such Person property for its intended purposes; (c) Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to a Credit Party; (iid) are purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.08(b) hereof, provided that such Lien is limited to the purchase price and only attaches to the property being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 IFRSacquired; (e) Liensany Lien of the Administrative Agent, for the benefit of the 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 Indebtedness 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 made in the Ordinary Course of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, under workers’ compensation, unemployment insurance or and other similar social security legislation; (fj) Liens securing Taxesconsisting of bankers’ liens and rights of setoff, assessments in each case, arising by operation of law, and other governmental charges, Liens on documents (and the payment goods covered thereby) delivered under trade letters 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 shall be required by IFRS shall have been madecredit; (gk) servitudes, easements, rights licenses of way, restrictions and other similar encumbrances on real Property imposed intellectual property granted 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, any Company in the aggregate, are ordinary course of business and not material, and which do not interfering in any case materially detract from the value of the Property subject thereto or materially interfere material respect with the ordinary conduct of the business of any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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 BusinessCompanies; (l) Liens in favor of customs and revenue authorities arising any Lien on property owned by a Company as a matter result of law an Acquisition permitted pursuant to secure Section 5.13 hereof, so long as such Lien is (i) either (A) permitted under another subpart of this Section 5.09, or (B) is released within ninety (90) days of such Acquisition (unless Borrower shall have obtained the payment prior written consent of custom duties the Administrative Agent and the Required Lenders), and (ii) such Lien was not created at the time of or in contemplation of such Acquisition; or (m) other Liens, in addition to the Liens 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 importation purchase or lease of goods in the Ordinary Course of Business; (m) fixed assets that prohibits Liens on such fixed assets) that would prohibit the Administrative Agent or the Lenders from acquiring a Deposit Account security interest, mortgage or other Lien on, or a collateral assignment of, any of the Obligors and property or assets of such Company; provided, however, that, notwithstanding the cash and cash equivalents thereinforegoing provisions of this sentence, in each case, securing Indebtedness described in Section 9.01(l); (n) Permitted Licenses solely a Company may enter into a contract or agreement so prohibiting the Administrative Agent or the Lenders to the extent that such Permitted License would constitute prohibition (i) is required by a Lien; and (o) Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b)contract or agreement with a Governmental Authority, (c)ii) requires a consent not obtained of any Governmental Authority, (d), (e), (g), (h), (i), (k), (l) or (miii) shall apply 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 any Material Intellectual Property and any Material WaveForm IPthe 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. Each Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property property or asset now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations; (b) any Lien on any Property property or asset of Borrower or any Obligor of its Subsidiaries existing on the Original Closing Date date hereof and set forth in Part II of Schedule 7.13B7.13(b); provided that (i) no such Lien shall extend to any other Property property or asset of such Obligor Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (de) Liens imposed by Law law which were incurred in the Ordinary Course ordinary course of Businessbusiness, including (but not limited to) carriers’, warehousemen’s, landlords’ ’s and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens arising in the Ordinary Course ordinary course of Business business and which (ix) 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 (iiy) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens liens and for which adequate reserves have been made if required substantially in accordance with IFRSGAAP; (ef) Liens, pledges or deposits made in the Ordinary Course ordinary course of Business business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (fg) Liens securing Taxestaxes, 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 shall be required by IFRS GAAP shall have been made; (gh) 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 property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors; (hi) bankers’ Lienswith respect to any real Property, (A) 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 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; (j) Bankers liens, rights of setoff and similar Liens incurred on deposits made in the Ordinary Course ordinary course of Business and arising in connection with the Obligors’ 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; (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 Defaultbusiness; (k) deposits to secure the performance of bids, trade contracts, leases or subleases of real property granted in the Ordinary Course of Business(not to include Indebtedness, except for Indebtedness permitted under Section 9.01(m)), statutory obligations, surety and leases, subleases, nonexclusive licenses or sublicenses of personal property appeal bonds (other than Intellectual Property) granted bonds related to judgments or litigation), performance bonds and other obligations of a like nature, in each case in the Ordinary Course ordinary course of Businessbusiness; (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 the payment of custom customs duties in connection with the importation of goods in the Ordinary Course ordinary course of Businessbusiness 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; (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(l); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; and (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, (B) such Lien does not extend to or cover any other assets or property (other than (1) the proceeds or products thereof, (2) after-acquired property that is affixed or incorporated into the property covered by such Lien, (3) 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 Sections 9.01(rtheir 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), and (C) the Indebtedness secured thereby is permitted under Section 9.01 (to the extent 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 (c), (d), (e), (g), (h), (i), (k), (l) or (ms) shall apply to any Material Intellectual Property and any Material WaveForm IPProperty.

Liens. Each Obligor Subject to the provisions of Article XII relating to permitted contests, Tenant will not, 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 permit 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 its Subsidiaries tothis Lease; (vi) liens for Impositions not yet delinquent or being contested in accordance with Article XII, createprovided 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, incurlaborers, assume materialmen, suppliers or permit to exist any Lien on any Property now owned by itvendors for sums either disputed or not yet due, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i1) no such Lien shall extend to any other Property the payment of such Obligor and sums shall not be postponed under any related contract for more than sixty (ii60) any such Lien shall secure only those obligations which it secures on days after the Original 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(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value completion of the Property subject thereto or materially impair the use thereof in the operations of the business of action giving rise to such Person or (ii) are lien unless being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 Article XII 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, provisions as shall be required by IFRS law or GAAP shall have been made;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) (g1) servitudesliens 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, easementshowever, rights the requirement that the liens created by a Permitted Leasehold Mortgage encumber the entirety of wayTenant’s Leasehold Estate, restrictions 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 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 whichthat, 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 encumber the Leasehold Estate (or a Subtenant to encumber its subleasehold interest) in the Leased Property or any 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 materialcapable 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 which do minor title deficiencies on or with respect to the Leased Property or any portion thereof, in each case whether now or hereafter in existence, not individually or in any case the aggregate materially detract from the value of the Property subject thereto or materially interfere interfering with the ordinary conduct of the business on the Leased Property for the Primary Intended Use, 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 as otherwise expressly provided under this Lease, and nothing contained herein shall be deemed or construed to prohibit the Obligors; issuance of a lien on the Equity Interests in Tenant (hit being agreed that any foreclosure by a lien holder on such interests in Tenant shall be subject to the restrictions on transfers of interests in Tenant and Change of Control set forth in Article XXII) bankers’ Liens, rights of setoff or to prohibit Tenant from pledging (A) its Accounts and similar Liens incurred in the Ordinary Course of Business and arising other Tenant’s Property as collateral (1) in connection with the Obligors’ Deposit Accounts financings of equipment and other purchase money indebtedness or Securities Accounts held at financial institutions solely (2) to secure payment Permitted Leasehold Mortgages, or (B) its Accounts and other property 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 Ordinary Course of Business, and leases, subleases, nonexclusive licenses or sublicenses of personal property Tenant (other than Intellectual Tenant’s Property) ); provided that, Tenant shall in no event pledge to any Person that is not granted in the Ordinary Course a Permitted Leasehold Mortgage hereunder any 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 a Deposit Account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(l); (n) Permitted Licenses solely Tenant’s Property to the extent that such Permitted License would constitute Tenant’s Property cannot be removed from the Leased Property without (I) damaging or impairing the Leased Property (other than in a Lien; and (o) Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(bde minimis manner), (c)II) impairing in any material respect the operation of any Facility for its Primary Intended Use, (d), (e), (g), (h), (i), (k), (l) or (mIII) shall apply 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 Term in accordance with Section 36.1 (after giving effect to the repayment of any Material Intellectual Property indebtedness encumbering the Gaming Assets and release of any Material WaveForm IPliens thereon as required by such Section 36.1).

Liens. Each Obligor (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired constituting Collateral, except Permitted Liens. (b) Additionally, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on of any Property 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 it, except: (a) Liens securing the Obligations; (b) any a Lien on any Property of any Obligor existing such property or assets (an “Equal and Ratable Lien”) on an equal and ratable basis with the Original Closing Date and set forth in Schedule 7.13B; provided that Indebtedness so secured (i) no such Lien shall extend to any other Property of such Obligor and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 shall be required by IFRS shall have been made; (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 whichor, in the aggregatecase of Indebtedness subordinated to the Notes or the related Note Guarantees, are not materialsenior in priority thereto, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of same relative priority as the business of any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions Notes will have with respect to such accounts; (isubordinated Indebtedness) 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 until such time as such Indebtedness is no longer secured by a Lien. The Trustee and the Ordinary Course of BusinessCollateral Trustee shall, 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 in the Ordinary Course of Business; (m) Liens on a Deposit Account upon delivery of the Obligors documentation required by this Indenture and on the cash terms set forth in this Indenture, execute and cash equivalents thereindeliver any pledges, in each casesecurity agreements, securing Indebtedness described in Section 9.01(l); (n) Permitted Licenses solely intercreditor agreements and similar agreements or documents reasonably necessary to give effect to the extent that such Permitted License would constitute a Lien; and foregoing. For the avoidance of doubt, Equal and Ratable Liens shall be automatically released upon (ox) Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under any release of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) Liens requiring the grant of the applicable Equal and Ratable Liens or (my) shall apply to any Material Intellectual Property the repayment in full of the Indebtedness which was secured by the Lien requiring the creation of the applicable Equal and any Material WaveForm IPRatable Liens.

Liens. Each Obligor Subject to the provisions of Article XII relating to permitted contests, Tenant will not, 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 permit 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 its Subsidiaries to(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, createlaborers, incurmaterialmen, assume suppliers or permit to exist any Lien on any Property now owned by itvendors for sums either disputed or not yet due, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that (i1) no such Lien shall extend to any other Property the payment of such Obligor and sums shall not be postponed under any related contract for more than sixty (ii60) any such Lien shall secure only those obligations which it secures on days after the Original 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(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value completion of the Property subject thereto or materially impair the use thereof in the operations of the business of action giving rise to such Person or (ii) are lien unless being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 Article XII 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, provisions as shall be required by IFRS law or GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions made therefor and other no foreclosure or 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 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 any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions remedies with respect to such accounts; 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 (ix) Liens in connection with transfers permitted under Section 9.09; ten (j10) Business Days after such notice is issued or (y) five (5) Business Days prior to the institution or commencement thereof; or (2) any judgment Lien or Lien arising from decrees or attachments not constituting an Event such liens are in the process of Default; being contested as permitted by Article XII; (kviii) any liens created by Landlord; (ix) liens related to equipment leases or subleases of real property granted equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Ordinary Course of BusinessLeased Property, 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 provided that the payment of custom duties any sums due under such equipment leases or equipment financing shall either (1) be paid as and when due in connection accordance with the importation of goods terms thereof, or (2) be in the Ordinary Course process of Business; 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; (mx) Liens on liens granted as security for the obligations of Tenant and its Affiliates under a Deposit Account Debt Agreement; provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to 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 of its Subsidiaries) in the Obligors and the cash and cash equivalents thereinGaming Licenses (other than, in each case, securing Indebtedness described 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 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 9.01(l11.1) 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); (n) ; 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 solely 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 License would constitute Leasehold Mortgagee) a Lien; and lien on, and any and all lien holders (oincluding a Permitted Leasehold Mortgagee) Liens securing Indebtedness permitted pursuant shall not have the right to Sections 9.01(r)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 no Lien otherwise permitted under 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 foregoing Sections 9.02(b)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 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 (c)a) the 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 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 (d)and to that end, (e)Tenant hereby grants, (g)assigns and transfers to the Landlord a security interest in all right, (h), (i), (k), (l) title or (m) shall apply interest in or to any Material Intellectual 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 the Leased Property (it being understood that nothing herein shall affect the rights of a Permitted Leasehold Mortgagee under Article XVII hereof). At any time and from time to time upon the request of the Landlord, and at the expense of the Tenant, 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 to more fully perfect or renew the rights of the Landlord with respect to the Leased Property. Upon the exercise by the Landlord of any Material WaveForm IPpower, right, privilege or remedy pursuant to this Master Lease which requires any consent, approval, recording, qualification or authorization of 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 obtain from Tenant for such consent, approval, recording, qualification or authorization.

Liens. Each Obligor It will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property now owned by it, except: (a) Liens securing the Obligations; (b) any Lien on any Property of any Obligor existing on the Original Closing Date date hereof and set forth in Schedule 7.13B9.02(b); provided that (i) no such Lien shall extend to any other Property of such Obligor and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date 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(h9.01(g); provided that such Liens are restricted solely to the collateral described in Section 9.01(h9.01(g); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 IFRSGAAP; (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 shall be required by IFRS GAAP shall have been made; (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 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 any of the Obligorssuch Obligor or Subsidiary; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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; (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 goods, not securing an amount in the Ordinary Course aggregate in excess of Business$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(l9.01(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 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 (or) Liens on assets owned by the Obligors not otherwise permitted under this Agreement securing Indebtedness permitted pursuant obligations in an aggregate amount not to Sections 9.01(r); exceed $100,000. provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b9.02 (excluding Sections 9.02(a) and 9.02(q), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Obligor Intellectual Property and any Material WaveForm IPProperty.

Liens. Each Obligor will The Borrower shall not, and will shall not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property property now owned by itit or such Subsidiary, except: (a) Liens securing the Obligations; (b) any Lien on any Property property or asset of the Borrower or any Obligor of its Subsidiaries existing on the Original Closing Date and set forth in on Schedule 7.13B7.13(c); provided that (i) no such Lien shall extend to any other Property property or asset of such Obligor the Borrower or any of its Subsidiaries and (ii) any ii)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 permitted under Section 9.01(h9.01(g); provided that such Liens are restricted solely to the collateral described in permitted to be secured pursuant to Section 9.01(h9.01(g); (d) Liens imposed by any applicable Law which were incurred arising in the Ordinary Course ordinary course of Businessbusiness, including (but not limited to) carriers’, warehousemen’s, landlords’ ’s and mechanics’ Liens, Liens relating to leasehold improvements liens and other similar liens Liens arising in the Ordinary Course ordinary course of Business business and which (ix) do not in the aggregate materially detract from the value of the Property property subject thereto or materially impair the use thereof in the operations of the business of such Person or (iiy) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property subject to such Liens and for which adequate reserves have been made if required substantially in accordance with IFRSGAAP; (e) Liens, pledges or deposits made in the Ordinary Course ordinary course of Business 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 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 shall be required by IFRS GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property property imposed by any applicable Laws Law and encumbrances Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of Property property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Property 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, (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 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 ObligorsObligors or its Subsidiaries; and (iv) leases or subleases in the ordinary course of business; (hi) bankers’ LiensLiens 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 ordinary course of Business business; (k) (i) licenses permitted pursuant to Section 9.12 and arising in connection with the Obligors’ Deposit Accounts (ii) any ordinary course interest or Securities Accounts held at financial institutions solely to secure payment title of fees and similar costs and expenses of such financial institutions a licensor, sublicensor, lessor or sublessor with respect to such accountsany assets under any inbound license or lease agreement permitted pursuant to Section 9.12; (il) judgment Liens resulting from judgments that, individually or in connection the aggregate with transfers permitted under Section 9.09; (j) any all other judgment Lien or Lien arising from decrees or attachments Liens, would not constituting constitute an Event of Default; (km) leases any interest or subleases title of real property 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 ordinary course of Business, and leases, subleases, nonexclusive licenses or sublicenses business on the unearned portion of personal property (other than Intellectual Property) granted in insurance premiums securing the Ordinary Course financing of Businessinsurance premiums to the extent the financing is permitted pursuant to Section 9.01(n); (lo) Liens in favor of customs and revenue authorities arising as a matter of law Law to secure the payment of custom customs duties in connection with the importation of goods in the Ordinary Course of Businessgoods; (mp) other Liens on a Deposit Account of the Obligors and the cash and cash equivalents therein, in each case, securing Indebtedness described or other liabilities incurred after the Closing Date that, individually or in Section 9.01(l); (n) Permitted Licenses solely to the extent that such Permitted License would constitute a Lien; aggregate, do not exceed [***] and (oq) Liens securing Indebtedness Customer Licenses and other licenses permitted pursuant hereunder. Any term or provision of this Section 9.02 to Sections 9.01(r); provided that the contrary notwithstanding, no Lien otherwise permitted under any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) clauses shall apply to any Material Intellectual Property except for Liens described in clauses (a), (i) and any Material WaveForm IP(k) of this Section 9.02.

Liens. Each Obligor The Credit Parties will not, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Lien on any Property or asset now owned or hereafter acquired by itit (including, except:without limitation, any Lien on Intellectual Property), or assign or sell any income or revenues (including Accounts) or rights in respect of any thereof, except (the following being called “Permitted Liens”): (a) Liens securing created under the ObligationsLoan Documents; (b) any Lien on any Property or asset of any Obligor Credit Party or Subsidiary existing on the Original Closing Date and set forth in Schedule 7.13B8.2; provided that provided, that, (i) no such Lien shall extend not apply to any other Property or asset of such Obligor Person and (ii) any such Lien shall secure only those obligations which it secures on the Original Closing Date and extensions, renewals refinancings, renewals, refundings and replacements thereof that do not increase the outstanding principal amount thereof, except by an amount equal to unpaid accrued interest and premiums thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant extension, renewal, refunding or replacement; (c) Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens imposed by any Governmental Authority for Taxes not yet delinquent or which are restricted solely being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the applicable Credit Party or Subsidiary in accordance with GAAP and which reserves shall be acceptable to the collateral described in Section 9.01(h)Lenders; (d) Liens imposed by Law which were incurred in the Ordinary Course of Businesslandlords’, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ ’, materialmen’s, repairmen’s or other like Liens, and vendors’ Liens relating to leasehold improvements and other similar liens imposed by statute or common law not securing the repayment of Indebtedness, arising in the Ordinary Course ordinary course of Business and business which (i) do are not in the aggregate materially detract from the value overdue for a period of the Property subject thereto more than 60 days or materially impair the use thereof in the operations of the business of such Person or (ii) which are being contested in good faith and by appropriate proceedingsproceedings and Liens securing judgments (including, which proceedings have without limitation, pre-judgment attachments) but only to the effect of preventing the forfeiture or sale of the Property subject to such Liens extent for an amount and for which adequate reserves have been made if required substantially a period not resulting in accordance with IFRSan Event of Default under Section 9.1(j); (e) Liens, pledges or deposits made in the Ordinary Course of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ under worker’s compensation, unemployment insurance or and other similar social security legislationlegislation and pledges or deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases (other than capital leases), utility purchase obligations, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (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 shall be required by IFRS shall have been made; (g) servitudes, easements, rights of rights-of-way, restrictions and other similar encumbrances on real Property imposed by applicable Laws incurred in the ordinary course of business 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 materialmaterial in amount, and which do not not, in any case the aggregate, materially detract from the value of the Property subject thereto of any Credit Party or any Subsidiary or materially interfere with the ordinary conduct of the business of any Credit Party or any Subsidiary; (g) any interest or title of the Obligorsa lessor or sublessor under any lease of real estate permitted hereunder; (h) bankers’ Liens, rights purported Liens evidenced by the filing of setoff and similar Liens incurred precautionary UCC financing statements relating solely to operating leases of personal property entered into in the Ordinary Course ordinary course of Business and arising in connection with the Obligors’ 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 accountsbusiness; (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 customs duties in connection with the importation of goods in the Ordinary Course of Businessgoods; (mj) Liens consisting of bankers’ liens and rights of setoff or similar rights and remedies as to deposit accounts, securities accounts and other funds and investment property maintained with a creditor depository institution or securities intermediary, in each case, arising by operation of law or granted pursuant to customary account documentation entered into in connection with the establishment of cash management arrangements in the ordinary course of business, and Liens on documents presented in letter of credit drawings; and (k) Liens on a Deposit Account fixed or capital assets (i) of any Credit Party or any Subsidiary and in existence on the Obligors and Closing Date securing Indebtedness (including Capital Lease Obligations), in each case, permitted by Section 8.1(b) or (ii) acquired, constructed or improved by any Credit Party or any Subsidiary after the cash and cash equivalents thereinClosing Date, in each case, securing Indebtedness described (including Capital Lease Obligations) permitted by Section 8.1(d); provided, that, solely with respect to Liens incurred in Section 9.01(lreliance on sub-clause (ii), (A) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement or were in effect at the time the Credit Parties or such Subsidiary acquired the applicable assets or stock, (B) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (C) such security interests shall not apply to any other property or assets of the Credit Parties or any Subsidiary (other than other fixed or capital assets financed by a common creditor); (nl) Permitted Licenses solely Liens on real property of the Credit Parties and their respective Subsidiaries securing Indebtedness permitted by Section 8.1(e) (including, without limitation, liens in favor of (x) Comerica (or any replacement lender) on the real property securing the Indebtedness incurred under the Comerica Real Estate Loan Documents and (y) any lender on the real property securing the Indebtedness incurred under the Lubbock Mortgage); provided, that, (A) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after the acquisition of such real property or were in effect at the time the Credit Parties or such Subsidiary thereof acquired such real property or stock (or, with regard to any extension, refinancing, renewal, refunding or replacement of any such Indebtedness, were in effect at the time of such extension, refinancing, renewal, refunding or replacement), (B) the Indebtedness secured thereby does not exceed the fair market value of such real property, and (C) such security interests shall not apply to any other property or assets of the Credit Parties or any Subsidiary; and (m) 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, in each case, after the Closing Date (other than Liens on the capital stock or other equity interests of any Person that becomes a Subsidiary to the extent that such Permitted License would constitute capital stock or other equity interests are owned by a Lien; and (o) Liens securing Indebtedness permitted pursuant to Sections 9.01(rCredit Party); provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b)provided, (c), (d), (e), (g), (h)that, (i)) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (k)ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, (l) or (m) products and accessions thereof and other than after-acquired property subjected 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 Material Intellectual Property property to which such requirement would not have applied but for such acquisition) and any Material WaveForm IP(iii) the Indebtedness secured thereby is permitted by Section 8.1.

Liens. Each Obligor will notNo Company shall create, and will not permit assume or suffer to exist (or enter into a contract that creates a consensual Lien upon the happening of a contingency or otherwise) any Lien upon any of its Subsidiaries toproperty or assets, create, incur, assume or permit to exist any Lien on any Property whether now owned by it, exceptor hereafter acquired; provided that this Section 5.9 shall not apply to the following: (a) Liens securing the Obligationsfor taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP; (b) any Lien on any Property other statutory Liens incidental to the conduct of any Obligor existing on its business or the Original Closing Date ownership of its property and set forth in Schedule 7.13B; provided assets that (i) no such Lien shall extend to any other Property were not incurred in connection with the borrowing of such Obligor money or the obtaining of advances or credit, and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value of the Property subject thereto its property or assets or materially impair the use thereof in the operations 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 business of 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 Person or (ii) are Lien is limited to the purchase price and only attaches to the property being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 IFRSacquired; (e) Liensthe Liens existing on the Closing Date as set forth in Schedule 5.9 hereto and replacements, pledges extensions, renewals, refundings or deposits made in refinancings thereof, but only to the Ordinary Course extent that the amount of Business in connection with bids, grant applications, Contracts, leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislationdebt secured thereby shall not be increased; (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 easements or other appropriate provisions, if any, as shall be required by IFRS shall have been mademinor 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) servitudesany Lien granted to Agent, 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 for the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value benefit of the Property subject thereto or materially interfere with the ordinary conduct of the business of any of the ObligorsLenders; (h) bankers’ Liens, rights any Lien on fixed assets owned by a Company as a result of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts or Securities Accounts held at financial institutions solely an Acquisition permitted pursuant to secure payment of fees and similar costs and expenses of such financial institutions with respect to such accountsSection 5.13 hereof; (i) Liens any Lien on assets of Foreign Subsidiaries to secure the Indebtedness described in connection with transfers permitted under Section 9.095.8(e) hereof; (j) any judgment Lien or Lien arising from decrees or attachments 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 constituting an Event of Defaultto exceed Five Million Dollars ($5,000,000); (k) leases or subleases any Lien on assets of real property granted a joint venture (that is not a Subsidiary) securing Indebtedness described in the Ordinary Course of BusinessSection 5.8(j) hereof in an aggregate principal amount, and leasesfor all such joint ventures, subleases, nonexclusive licenses or sublicenses of personal property not to exceed Two Million Dollars (other than Intellectual Property) granted in the Ordinary Course of Business$2,000,000); (l) Liens in favor any U.C.C. Financing Statement filed to provide notice 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 (i) an operating lease entered into in the Ordinary Course ordinary course of Businessbusiness, or (ii) a synthetic lease permitted under Section 5.8(l) hereof; (m) the 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(l);5.8(m) hereof; and (n) Permitted Licenses solely 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 extent 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 Permitted License would constitute a Lien; and fixed assets, or (oB) Liens securing the incurrence of Indebtedness permitted pursuant to Sections 9.01(r); provided Section 5.8(i) hereof that no prohibits Liens on the assets of Percepta) that would prohibit Agent or the Lenders from acquiring a security interest, mortgage or other Lien otherwise permitted under on, or a collateral assignment of, any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) property or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPassets of such Company.

Liens. Each Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume Create or permit suffer to exist any Lien on upon any of its Property (including without limitation, Equity Interests in any Credit Party’s Subsidiaries) now owned or hereafter acquired, or acquire any Property now owned by itupon any conditional sale or other title retention device or arrangement or any purchase money security agreement; provided, excepthowever, that the Credit Parties and their Subsidiaries (or any of them) may create or suffer to exist: (a) Liens securing in effect on the Obligationsdate hereof and which are described on Schedule 7.2 attached hereto, provided, that the Property covered thereby does not increase in scope and such Liens may not be renewed and extended, unless the same relate to Refinancing Indebtedness permitted by Section 7.1(e) above; (b) Liens against the Collateral in favor of the Collateral Agent for the ratable benefit of the Lenders as security for the Obligations and the Revolving Credit Agreement Debt, and subordinate and inferior Liens against the Collateral securing the Second Lien Debt; (c) Liens incurred and pledges and deposits made in the ordinary course of business in connection with workers’ compensation, 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 which are being contested in good faith by appropriate 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 landlord or owner of 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 occurred 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 (iii) such Lien shall not 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, (i) the applicable Lien existed on the applicable Property prior to the acquisition thereof by the Borrower or any Subsidiary or existed on any Property of any Obligor existing on Person that becomes a Subsidiary of the Original Closing Date and set forth in Schedule 7.13B; provided that Borrower after the date hereof prior to the time such Person becomes a Subsidiary, (iii) no such the applicable Lien shall extend not apply to any other Property of such Obligor the Borrower or any Subsidiary, and (iiiii) any such the applicable Lien shall secure only those obligations which it secures on the Original Closing Date and extensionsdate of the applicable acquisition or the date such Person becomes a Subsidiary, renewals and replacements thereof that do not increase as the outstanding principal amount thereofcase may be; (ck) Liens consisting of bankers’ liens and rights of setoff, but only to the extent 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 under in accordance with Section 9.01(h7.1(n); provided that such . Provided, however, notwithstanding anything contained above in this Section 7.2 to the contrary, if any of the permitted Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) 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 (ii) type that are being contested in good faith by appropriate proceedingsproceedings as to the Borrower or any of its Subsidiaries, which proceedings have the effect of preventing the forfeiture or sale of the Property subject Indebtedness giving rise to such Liens and for which adequate reserves have been made if required substantially in accordance with IFRS; (econtested Lien(s) 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 shall must be required by IFRS shall have been made; (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 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 immediately paid upon commencement of any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ Deposit Accounts foreclosure process or Securities Accounts held at financial institutions solely to secure payment of fees and similar costs and expenses of such financial institutions proceeding with respect to such accounts; Lien(s) unless the same shall be effectively stayed or a surety bond with respect thereto (i) Liens which is satisfactory 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 in the Ordinary Course of Business; (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(l); (n) Permitted Licenses solely all respects 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 foregoing Sections 9.02(bAgent), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPis posted.

Liens. Each Obligor will notNo Company shall create, and will not permit assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its Subsidiaries toproperty or assets, create, incur, assume or permit to exist any Lien on any Property whether now owned by it, exceptor hereafter acquired; provided that this Section 5.9 shall not apply to the following: (a) Liens securing the Obligationsfor taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP; (b) any Lien on any Property other statutory Liens, including, without limitation, statutory Liens of any Obligor existing on landlords, carriers, warehousers, utilities, mechanics, repairmen, workers and materialmen, incidental to the Original Closing Date conduct of its business or the ownership of its property and set forth assets that were incurred in Schedule 7.13B; provided the ordinary course of business, and other similar Liens arising in the ordinary course of business, that (i) no such Lien shall extend to any other Property were not incurred in connection with the borrowing of such Obligor money or the obtaining of advances or credit, and (ii) 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 permitted under Section 9.01(h); provided that such Liens are restricted solely to the collateral described in Section 9.01(h); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value of the Property subject thereto its property or assets or materially impair the use thereof in the operations operation of its business; (c) Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to a Credit Party; (d) any Lien granted to Agent, for the benefit of the business of such Person or (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 IFRSLenders; (e) Liensthe Liens existing on the Closing Date as set forth in Schedule 5.9 hereto and replacements, pledges extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby shall not be increased; (f) purchase money Liens on fixed or capital assets securing the loans, Capitalized Lease Obligations and Synthetic Leases 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, rights-of-way, zoning or other restrictions, charges, encumbrances, defects in title, prior rights of other Persons, and obligations contained in similar instruments, in each case that do not secure Indebtedness and do not involve, and are not likely to involve at any future time, either individually or in the aggregate, (i) a substantial and prolonged interruption or disruption of the business activities of the Companies considered as an entirety, or (ii) a Material Adverse Effect; (h) Liens arising from the rights of lessors under leases (including financing statements regarding property subject to lease) not in violation of the requirements of this Agreement; provided that such Liens are only in respect of the property subject to, and secure only, the respective lease (and any other lease with the same or an affiliated lessor); (i) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.9 hereof; (j) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the Ordinary Course ordinary course of Business 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 chargestypes of social security, and mechanics’ Liens, carriers’ Liens, and other Liens to secure the payment performance of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated tenders, statutory obligations, contract bids, government contracts, surety, appeal, customs, performance and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by IFRS shall have been made; (g) servitudes, easements, rights of way, restrictions return-of-money bonds and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictionsobligations, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course ordinary course of Business and arising business (exclusive of obligations in connection with respect of the Obligors’ Deposit Accounts payment for borrowed money), whether pursuant to statutory requirements, common law 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; (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 Defaultconsensual arrangements; (k) leases or subleases of real property granted in the Ordinary Course ordinary course of Business, business to others not interfering in any material respect with the business of the Companies and leases, subleases, nonexclusive licenses any interest or sublicenses title of personal property (other than Intellectual Property) granted a lessor under any lease not in the Ordinary Course violation of Business;this Agreement; or (l) Liens in favor rights of customs and revenue authorities arising as consignors of goods, whether or not perfected by the filing of a matter of law to secure financing statement under the payment of custom duties U.C.C. No Company shall enter into any contract or agreement (other than (i) a contract or agreement entered into in connection with the importation purchase or lease of goods in the Ordinary Course of Business; (m) fixed assets that prohibits Liens on such fixed assets or (ii) any agreement with a Deposit Account restriction that is not enforceable under Section 9-406, 9-407 or 9-408 of the Obligors and U.C.C.) that would prohibit Agent or the cash and cash equivalents thereinLenders from acquiring a security interest, in each casemortgage or other Lien on, securing Indebtedness described in Section 9.01(l); (n) Permitted Licenses solely to the extent that such Permitted License would constitute or a Lien; and (o) Liens securing Indebtedness permitted pursuant to Sections 9.01(r); provided that no Lien otherwise permitted under collateral assignment of, any of the foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) property or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPassets of such Company.

Liens. Each Obligor The Obligors will not, and will not permit cause any of its their Subsidiaries to, to create, incur, assume or permit suffer to exist any Lien on lien, security interest, mortgage, pledge or other encumbrance (hereinafter referred to as "Liens") with respect to any Property of their properties, now owned by itor hereafter acquired, without the prior written consent of the Bank, except: (a) Liens securing in favor of the ObligationsBank; (b) any Lien on any Property of any Obligor existing on the Original Closing Date and set forth in Schedule 7.13B; provided that Liens (i) no in existence on the 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 Bank in writing on or prior to the date of this Agreement; provided however, that such Lien Liens permitted hereunder shall extend not include the extension thereof to any other Property property, but shall include those of such Obligor and (ii) any such Lien shall Liens that may be renewed or maintained in effect to secure only those obligations which it secures on the Original Closing Date and extensionsindebtedness that is renewed, renewals and replacements thereof that do not increase the outstanding principal amount thereofextended or refinanced in accordance with Section 5.10(a); (c) 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); (d) Liens imposed by Law which were incurred in the Ordinary Course of Business, including (but not limited to) carriers’, warehousemen’s, landlords’ and mechanics’ Liens, Liens relating to leasehold improvements and other similar liens arising in the Ordinary Course of Business and which (i) do not in the aggregate materially detract from the value of the Property subject thereto for taxes or materially impair the use thereof in the operations of the business of such Person or (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of 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 assessments or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is government charges or levies if not yet due or is and payable or, if due and payable, if they are being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve appropriate reserves are maintained and so long as no foreclosure, distraint, sale or other appropriate provisions, if any, as shall be required by IFRS similar proceedings shall have been madecommenced with respect thereto; (d) 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 thirty (30) days or which are being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which appropriate reserves have been established and so long as no foreclosure, distraint, sale or other similar proceedings shall have been commenced 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) servitudesjudgment 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 have been established; (h) easements, rights of rights-of-way, restrictions 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 do not materialmaterially interfere with the occupation, use, and which do not enjoyment of the property or assets encumbered thereby in any case the normal course of their business or materially detract from impair the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors; (h) bankers’ Liens, rights of setoff and similar Liens incurred in the Ordinary Course of Business and arising in connection with the Obligors’ 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;thereto; or (i) Liens in connection with transfers created to secure Additional Secured Indebtedness permitted under Section 9.09; (j) any judgment Lien or Lien arising from decrees or attachments 5.10(f), provided that the book value of the properties subject to such Liens shall not constituting an Event of Default; (k) leases or subleases of real property granted exceed $10,000,000 in the Ordinary Course of Business, aggregate at any time and leases, subleases, nonexclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in provided further that no such Liens may encumber the Ordinary Course of Business; (l) Liens in favor of customs and revenue authorities arising as a matter of law to secure collateral held by the payment of custom duties in connection with Bank under the importation of goods in the Ordinary Course of Business; (m) Liens on a Deposit Account of the Obligors Security Agreement and the cash and cash equivalents therein, in each case, securing Indebtedness described in Section 9.01(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 foregoing Sections 9.02(b), (c), (d), (e), (g), (h), (i), (k), (l) or (m) shall apply to any Material Intellectual Property and any Material WaveForm IPMortgage.