Common use of Liens and Negative Pledges Clause in Contracts

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were in existence at the time of the Permitted Acquisition and were not created in contemplation of such Permitted Acquisition; (e) Liens securing Permitted Capital Asset Indebtedness on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); and (f) any Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiary.

Liens and Negative Pledges. CreateNo Loan Party shall create, incur, assume or suffer permit to exist any Lien or Negative Pledge of any nature upon on or with respect to any of their respective Properties, its assets or engage in property of any Sale and Leaseback transaction with respect to any of their respective Propertiescharacter, whether now owned or hereafter acquired, except:except for the following ("Permitted Liens"): (ai) Liens and Negative Pledges in favor of the Administrative Agent or any Lender securing the Obligations; (ii) Liens or Negative Pledges listed in Schedule 5.02(b) and existing on the Closing Date and disclosed date of this Agreement; (iii) Liens for taxes or other Governmental Charges not at the time delinquent or thereafter payable without penalty or being contested in Schedule 4.7 and any renewals/extensions or amendments thereofgood faith, provided that adequate reserves for the obligations secured or benefited thereby are not increasedpayment thereof have been established in accordance with GAAP; (biv) Liens of carriers, warehousemen, mechanics, materialmen, vendors, and Negative Pledges under landlords and other similar Liens imposed by law or Contractual Obligations documenting such relationships and incurred in the Loan Documentsordinary course of business for sums which are not overdue more than sixty (60) days or are being contested in good faith, provided that adequate reserves for the payment thereof have been established in accordance with GAAP; (cv) Permitted EncumbrancesDeposits under workers’ compensation, self insurance, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory obligations of surety or appeal bonds or to secure indemnity, performance or other similar bonds in the ordinary course of business; (dvi) Zoning restrictions, easements, encroachments, protrusions, rights-of-way, title irregularities and other similar encumbrances, which alone or in the aggregate are not substantial in amount and, with respect to property that is owned in fee simple, do not materially detract from the value of the property subject thereto and adversely interfere with the ordinary conduct of the business of any Loan Party; (vii) Liens which secure Permitted Acquisition Indebtedness which were in existence on any property or assets acquired, or on the property or assets of any Persons acquired, by any Loan Party after the date of this Agreement pursuant to Section 5.02(d), provided that (A) such Liens exist at the time of the Permitted Acquisition such property or assets or such Persons are so acquired and (B) such Liens were not created in contemplation of such Permitted Acquisitionacquisitions; (eviii) Judgment Liens, provided that such Liens do not constitute an Event of Default under Section 6.01(h); (ix) Liens arising in connection with Acquisition-Related Indebtedness, provided that such Indebtedness otherwise complies with Section 5.02(a)(x); (x) Liens arising in connection with leases or subleases granted by the Borrower or any of its Subsidiaries to any other Person in the ordinary course of business; (xi) Liens on patents, trademarks, trade names, service marks, copyrights, trade secrets or other intellectual property to the extent such Liens arise from the granting of licenses thereto granted by the Borrower or any of its Subsidiaries to any other Person in the ordinary course of business; (xii) Liens securing payment of Indebtedness of the type permitted and described in Section 5.02(a)(xii), provided that such Indebtedness otherwise complies with Section 5.02(a)(xii); (xiii) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (xiv) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (xv) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods by the Borrower or any of its Subsidiaries in the ordinary course of business; (xvi) Liens permitted as set forth in the definition of "Permitted Capital Asset Insurance Premium Indebtedness"; (xvii) 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 Borrower or any of its Subsidiaries, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (xviii) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness on and secured by the Liens described in clause (ii) or (ix) above, provided that any extension, renewal or replacement Lien (A) is limited to the capital assets acquired, constructed or financed with property covered by the proceeds of such Permitted Capital Asset existing Lien and (B) secures Indebtedness or with which is no greater in amount and has material terms taken as a whole no less favorable to the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that Lenders than the aggregate principal amount of such Indebtedness secured by such Liens the existing Lien; (xix) Negative Pledges existing by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and incurred by Borrower and/or its Subsidiaries similar agreements entered into in the ordinary course of business; (xx) Negative Pledges applicable to any Subsidiary acquired after the Closing Date shall if such restrictions and conditions existed at the time such Subsidiary was acquired, were not exceed $10,000,000 at any one time outstanding (as determined created in accordance with GAAP consistently applied)anticipation of such acquisition and apply solely to such acquired Subsidiary; and (fxxi) Negative Pledges contained in agreements evidencing Indebtedness permitted by Section 5.02(a)(xii) that impose restrictions on the property so acquired; provided, however, that the foregoing exceptions shall not permit any Negative Pledge with respect Lien in any Equity Securities issued by any Loan Party and pledged to the rights Administrative Agent by any Loan Party, except for Liens in favor of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiarythe Administrative Agent securing the Obligations.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, except:(a) Permitted Encumbrances; (ab) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date date hereof and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited benefitted thereby are -------- not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were on Property acquired by Borrower or any of its Restricted Subsidiaries after the Closing Date that are in existence at the time of the Permitted Acquisition such acquisition and were are not created in contemplation of such Permitted Acquisitionacquisition; (e) purchase money Liens securing Permitted Indebtedness and Capital Asset Indebtedness on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the Lease Obligations in an aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not to exceed $10,000,000 at 100,000,000 (including any one time outstanding (as determined in accordance with GAAP consistently appliedrefinancings thereof); and; (f) any Lien or Negative Pledge created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary of Borrower in the ordinary course of its business which consists of a restriction on the assignability, transfer or hypothecation of such agreement or instrument; and (g) If a Collateral Event occurs (and no Collateral Release has subsequently occurred), equal, ratable and pari passu Liens securing the ---- ----- MGM Senior Notes, the Obligations and the Indebtedness under the Other Loan Agreements, plus interest, fees, premium, indemnities, expenses and other amounts which are not principal relating or payable with respect to such principal amount, on collateral which is not, as of any date of determination, more extensive than the rights collateral encumbered by the Loan Documents, and Negative Pledges which are not more extensive than the Negative Pledge contained in this Section relating to the MGM Senior Notes, and which in any event allow the Liens in favor of the Administrative Agent and the other Creditors contemplated herein; (h) If a Subsidiary Collateral Event occurs (and no Collateral Release has subsequently occurred), Liens securing the Mirage Senior Notes, plus interest, fees, premium, indemnities, expenses and other amounts which are not principal relating or payable with respect to such principal amount, (in each case on an equal, ratable and pari passu basis with the MGM Senior ---- ----- Notes, the Obligations and the Indebtedness under the Other Loan Agreements) on collateral which is not in any event and as of Borrower any date of determination, more extensive than the collateral encumbered by the Loan Documents, and Negative Pledges which are not more extensive than the Negative Pledge contained in this Section relating to the Mirage Senior Notes, and which in any event allow the Liens in favor of the Administrative Agent and the other Creditors contemplated herein; provided that this Section shall not be effective to prohibit the Liens or -------- Negative Pledges with respect to securities issued by any gaming licensee to the extent that appropriate approvals of this covenant have not been obtained under a Military Utility Privatization entered into by such Subsidiaryapplicable Gaming Laws.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective its Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective its Properties, whether now owned or hereafter acquired, except: (a) Permitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date date hereof and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were on Property acquired by Borrower or any of its Restricted Subsidiaries after the Closing Date that are in existence at the time of the Permitted Acquisition such acquisition and were are not created in contemplation of such Permitted Acquisitionacquisition; (e) purchase money Liens securing Permitted Indebtedness and Capital Asset Indebtedness on and limited to the capital assets acquiredLease Obligations incurred following April 7, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the 2000 in an aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not to exceed $10,000,000 at 100,000,000 (including any one time outstanding (as determined in accordance with GAAP consistently appliedrefinancings thereof); and; (f) any Lien or Negative Pledge created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary of Borrower in the ordinary course of its business which consists of a restriction on the assignability, transfer or hypothecation of such agreement or instrument; (g) equal, ratable and pari passu Liens securing the MGM Senior Notes, the Obligations, and the Indebtedness under the Other Loan Agreement and any other Senior Obligations the incurrence of which is permitted by Section 6.8, plus interest, fees, premium, indemnities, expenses and other amounts which are not principal relating or payable with respect to such principal amount, on collateral which is not, as of any date of determination, more extensive than the rights collateral encumbered by the Loan Documents, and, in any event, Negative Pledges which are not more extensive than the Negative Pledge contained in this Section relating to such other classes of Senior Obligations, and which in any event allow the Liens in favor of the Administrative Agent and the other Creditors contemplated herein; (h) Liens securing the Mirage Senior Notes, plus interest, fees, premium, indemnities, expenses and other amounts which are not principal relating or payable with respect to such principal amount, (in each case on an equal, ratable and pari passu basis with the Obligations and other Senior Obligations) on collateral which is not in any event and as of any date of determination, more extensive than the collateral encumbered by the Loan Documents, and Negative Pledges which are not more extensive than the Negative Pledge contained in this Section relating to the Mirage Senior Notes, and which in any event allow the Liens in favor of the Administrative Agent and the other Creditors contemplated herein; and (i) Liens granted on the stock, partnership or other equity interests in a Person which is not a Restricted Subsidiary owned by Borrower or any of Borrower its Restricted Subsidiaries, which are granted solely to secure Indebtedness of that Person; provided that this Section shall not be effective to prohibit Liens or Negative Pledges with respect to securities issued by any gaming licensee to the extent that appropriate approvals of this covenant have not been obtained under a Military Utility Privatization entered into by such Subsidiaryapplicable Gaming Laws.

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Date date hereof and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof4.7, provided that the obligations secured or benefited thereby by such Liens are not increasedincreased and that no such Lien extends to any Property of Borrower or any Subsidiary other than the Property subject to such Lien on the 2000 Closing Date; (b) Liens on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary; (c) Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries provided that (i) aggregate Indebtedness secured by all such Liens shall at no time exceed $100,000,000 and Negative Pledges (ii) the aggregate book value of the Property so encumbered shall at no time exceed 3 times the aggregate amount of Indebtedness so secured; (d) Liens that may exist from time to time under the Loan Documents; (ce) Liens consisting of a Capital Lease covering personal Property; (f) Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings; provided that the execution or enforcement of such Lien is effectively stayed and the claims secured thereby do not in the aggregate exceed $25,000,000 and are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; (h) Liens which secure Permitted Acquisition Indebtedness which were in existence existing on any asset of any Person at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (ei) Liens securing Permitted Capital Asset Indebtedness on any asset of any Person existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and limited not created in contemplation of such event; (j) Liens existing on any asset prior to the capital assets acquired, constructed acquisition thereof by Borrower or financed with the proceeds any of its Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets; (l) Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $500,000 individually, or indirectly refinanced $2,000,000 in the aggregate, and (iii) do not in the aggregate materially detract from the value of the assets covered by such Indebtedness; Liens or materially impair the use thereof in the operation of Borrower's business; (m) Liens not otherwise permitted by the foregoing clauses of this Section which secure Indebtedness not exceeding $2,000,000 in the aggregate; (n) Liens referred to in the last sentence of the definition of "Bond Facility" encumbering (i) real property owned by Borrower or one of its Subsidiaries on November 30, 1999 or (ii) other real property of Borrower or one of its Subsidiaries provided that the aggregate principal amount of such Indebtedness obligations secured by such Liens and incurred does not at any time exceed $25,000,000 plus the amount by which aggregate Indebtedness then secured by Liens described in Section 6.7(c) is less than $100,000,000; (o) a Contractual Obligation wherein Borrower and/or or any of its Subsidiaries after agrees not to a grant any Lien on any of their Properties, if such Contractual Obligation does not, by its terms, prohibit the Closing Date shall not exceed $10,000,000 at any one time outstanding grant of a Lien in favor of the Administrative Agent and the Banks with respect to the Obligations (and Borrower shall, as determined in accordance with GAAP consistently appliedsoon as reasonably possible, provide to the Banks a copy of such Contractual Obligation); and (fp) any Negative Pledge with respect to the rights Liens on Property of a Subsidiary of Borrower under a Military Utility Privatization entered into by such SubsidiaryJoint Venture.

Liens and Negative Pledges. CreateHoldings and Borrower shall not, incurand shall not permit any Restricted Subsidiary to, create, assume or suffer to exist any Lien or Negative Pledge of any nature Liens upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, exceptother than the following: (a) Liens and Negative Pledges existing on securing the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increasedObligations; (b) Liens Permitted Liens; and Negative Pledges under the Loan Documents; Table of Contents (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were in existence at the time of the Permitted Acquisition and were not created in contemplation of such Permitted Acquisition; (e) Liens securing Permitted Capital Asset Indebtedness on and limited incurred pursuant to the capital assets acquired, constructed first sentence of Section 6.3 or financed with the proceeds of such Permitted Capital Asset Indebtedness Section 6.3(n) or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness(o); provided that (i) such Liens shall not attach to any Property of Holdings, the aggregate principal amount Borrower or any Restricted Subsidiary not constituting Collateral for the Obligations, and in no event shall such Liens be senior to the Liens securing the Obligations and (ii) such Liens shall either be (x) junior in priority to the Liens securing the Obligations (but without regard to the control of remedies) and subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Requisite Lenders, or (y) if the Leverage Ratio after giving effect to the incurrence of such Indebtedness secured would be less than 5.0:1.0 on a Pro Forma Basis (and satisfaction of such test shall be evidenced by a certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable detail), pari passu to the Liens securing the Obligations and incurred by subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Requisite Lenders. Furthermore, Holdings and Borrower and/or its Subsidiaries after the Closing Date shall not, and shall not exceed $10,000,000 at permit any one time outstanding (as determined Restricted Subsidiary to, enter into any covenant or agreement which prohibits the granting of any Lien in accordance with GAAP consistently applied); and (f) any Negative Pledge with respect of their Properties to the rights Administrative Agent and the Lenders, other than any such covenant in favor of the holder of a Subsidiary Permitted Lien described in clauses (4) and (12) of Borrower under a Military Utility Privatization entered into by such Subsidiarythe definition thereof but solely in respect of the Property which is the subject of that Permitted Lien.

Liens and Negative Pledges. CreateThe Company shall not, and shall not permit any Subsidiary to, incur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date date hereof and disclosed in listed on Schedule 4.7 7.2 and any renewals/renewals or extensions or amendments thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited benefitted thereby are not increasedis permitted by Section 7.1(a); (b) Liens and Negative Pledges under the Loan DocumentsOrdinary Course Liens; (c) Permitted EncumbrancesLiens consisting of pledges or deposits of cash or securities made by any Insurance Subsidiary as a condition to obtaining or maintaining any licenses issued to it by, or to satisfy the requirements of, any Department; (d) Liens which secure Permitted Acquisition Indebtedness which were in existence at consisting of judgment or judicial attachment Liens (other than arising as a result of claims under or related to Insurance Contracts, Retrocession Agreements or Reinsurance Agreements); provided that the time of the Permitted Acquisition and were not created in contemplation enforcement of such Permitted AcquisitionLiens is effectively stayed or fully covered by insurance and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $35,000,000; (e) Liens arising as a result of claims under or related to Insurance Contracts, Reinsurance Agreements or Retrocession Agreements in the ordinary course of business, or securing Permitted Capital Asset Indebtedness on and limited to the capital assets acquired, constructed of Insurance Subsidiaries incurred or financed assumed in connection with the proceeds settlement of claim losses in the ordinary course of business of such Permitted Capital Asset Indebtedness Insurance Subsidiaries; (f) Liens securing Ordinary Course Swap Obligations with Swap Termination Values not at any time exceeding $200,000,000 in the aggregate; (g) Liens on securities securing repurchase agreements (including securities lending and dollar rolls) with a term of not more than 6 months and an aggregate purchase price not in excess of $500,000,000; (h) any extension, renewal or with replacement of the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtednessforegoing; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date permitted hereby shall not exceed $10,000,000 at be spread to cover any one time outstanding additional Indebtedness or property (as determined in accordance with GAAP consistently appliedother than a substitution of like property); and (fi) Additional Liens on property having a value not in excess of $50,000,000 and securing Indebtedness not in excess of $50,000,000. Notwithstanding the foregoing, no Liens shall be permitted on the Equity Interests of any Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiary.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective its Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective its Properties, whether now owned or hereafter acquired, except: (a) Permitted Encumbrances; (b) Liens and Negative Pledges in favor of the Administrative Agent securing the Obligations under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Effective Date and disclosed in the Disclosure Schedule 4.7 and and, in each case, any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were on Property acquired by Borrower or any of its Restricted Subsidiaries after the Effective Date that are in existence at the time of the Permitted Acquisition such acquisition and were are not created in contemplation of such Permitted Acquisitionacquisition, and Negative Pledges relating to the Property so acquired; (e) purchase money Liens securing Permitted Indebtedness and Capital Asset Indebtedness Lease Obligations permitted under Section 6.7(f); (f) any Lien or Negative Pledge created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary of Borrower in the ordinary course of its business which consists of a restriction on and limited to the capital assets acquiredassignability, constructed transfer or financed with the proceeds hypothecation of such Permitted Capital Asset agreement or instrument; (g) Liens granted on the stock, partnership or other equity interests in a Person which is not a Restricted Subsidiary owned by Borrower or any if its Restricted Subsidiaries, which are granted solely to secure Indebtedness or with the proceeds of that Person; (h) Liens securing any Senior Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the aggregate principal amount Obligations are secured equally, ratably and on a pari passu basis with such Senior Indebtedness, and Negative Pledges in favor of any Senior Indebtedness provided such Negative Pledges do not prohibit the granting of Liens to secure the Obligations (but which may require the granting of concurrent equal, ratable and pari passu Liens in favor of such Senior Indebtedness); (i) Liens on certain assets and properties of Restricted Subsidiaries of Borrower located in Las Vegas, Nevada and more particularly described on Schedule 6.4(i), securing Guaranty Obligations permitted by Section 6.7(g)(i); (j) Liens and Negative Pledges securing the Existing Secured Notes and any Secured Refinancing Indebtedness and Guaranty Obligations issued with respect thereto, provided that the Liens securing any Secured Refinancing Indebtedness shall cover no more collateral than the collateral covered by the Liens existing on the Effective Date to secure the Indebtedness which is being refinanced (but which may require the granting of concurrent equal, ratable and pari passu Liens on such collateral in favor of the holders of Borrower’s 13% Existing Secured Notes issued pursuant to the Indenture dated as of November 14, 2008); (k) Liens and Negative Pledges granted to secure Indebtedness for Related Swap Agreements (which may be secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall cash collateral in an amount not to exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied15,000,000); and (fl) Liens on cash collateral deposited by Borrower to secure Indebtedness permitted under Section 6.7(k) in an aggregate amount not to exceed 105% of the aggregate amount of Indebtedness outstanding under such Section 6.7(k) at any time; provided that this Section shall not be effective to prohibit the Liens or Negative Pledge Pledges with respect to securities issued by any gaming licensee to the rights extent that appropriate approvals of a Subsidiary of Borrower this covenant have not been obtained under a Military Utility Privatization entered into by such Subsidiaryapplicable Gaming Laws.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction Transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, except: (a) Permitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, ; provided that the obligations secured or benefited thereby are not increased; (bd) Liens any Lien or Negative Pledge on shares of any equity security or any warrant or option to purchase an equity security or any security which is convertible into an equity security issued by any of Borrower or any Restricted Subsidiary that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law of the State of Nevada; provided that this clause (d) shall apply only so long as the Gaming Laws of the State of Nevada provide that the creation of any restriction on the disposition of any of such securities shall not be effective and, if such Gaming Laws at any time cease to so provide, then this clause (d) shall be of no further effect; and provided further that if at any time Borrower creates or suffers to exist a Lien or Negative Pledges Pledge covering such securities in favor of the holder of any other Indebtedness, it will (subject to any approval required under the Loan DocumentsGaming Laws of the State of Nevada) concurrently grant a pari-passu Lien or Negative Pledge likewise covering such securities in favor of the Administrative Agent for the benefit of the Lenders; (c) Permitted Encumbrances; (de) Liens which secure Permitted Acquisition Indebtedness which on Property acquired by Borrower or any of the Restricted Subsidiaries that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition; (ef) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.9(e) on and limited to the capital assets (and accessions thereto and proceeds thereof) acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); and (fg) any Lien or Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary in the ordinary course of its business which consists of a restriction on the assignability, transfer or hypothecation of such Subsidiaryagreement or instrument; provided, that this Section shall not apply to prohibit the creation of a Negative Pledge requested by a Gaming Board in favor of the Gaming Board or a Person designated by the Gaming Board to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which will not be cured by creation of the Negative Pledge and (ii) Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten (10) Banking Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective its Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective its Properties, whether now owned or hereafter acquired, except: (a) Permitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date date hereof and disclosed in the Disclosure Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were on Property acquired by Borrower or any of its Restricted Subsidiaries after the date hereof that are in existence at the time of the Permitted Acquisition such acquisition and were are not created in contemplation of such Permitted Acquisitionacquisition; (e) purchase money Liens securing Permitted Indebtedness and Capital Asset Indebtedness on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the Lease Obligations in an aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not to exceed $10,000,000 at 250,000,000 (including any one time outstanding (as determined in accordance with GAAP consistently appliedrefinancings thereof); and; (f) any Lien or Negative Pledge created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary of Borrower in the ordinary course of its business which consists of a restriction on the assignability, transfer or hypothecation of such agreement or instrument; (g) Liens granted pursuant to the Intercreditor Agreement securing (i) the Qualified Obligations existing as of the date hereof (including Qualified Obligations which are the primary obligations of Mandalay), (ii) at the election of Borrower, the 1993 Mandalay Subordinated Obligations, and (iii) other classes of Senior Indebtedness of Borrower and its Restricted Subsidiaries which are designated as Qualified Obligations pursuant to the Intercreditor Agreement when no Default or Event of Default has occurred and remains continuing; (h) Liens granted on the stock, partnership or other equity interests in a Person which is not a Restricted Subsidiary owned by Borrower or any if its Restricted Subsidiaries, which are granted solely to secure Indebtedness of that Person; and (i) At any time following a Collateral Release, Liens not otherwise permitted by the foregoing clauses of this Section encumbering assets of Borrower and its Restricted Subsidiaries having an aggregate fair market value, as of the date of the incurrence of such Liens, which is not in excess of 10% of Consolidated Net Tangible Assets determined as of the then most recently ended Fiscal Quarter; provided that this Section shall not be effective to prohibit the Liens or Negative Pledges with respect to securities issued by any gaming licensee to the rights extent that appropriate approvals of a Subsidiary of Borrower this covenant have not been obtained under a Military Utility Privatization entered into by such Subsidiaryapplicable Gaming Laws.

Liens and Negative Pledges. Create, incurIncur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges in favor of the Administrative Agent and the Lenders under this agreement and the Loan Documents; (b) The Negative Pledge set forth in the Indenture for the Senior Notes as of the Closing Date, provided that the same shall not prohibit the granting of Liens to the Administrative Agent and the Lenders to secure the Obligations; (c) Liens and Negative Pledges existing on the Closing Date date hereof and disclosed in listed on Schedule 4.7 7.01 and any renewals/renewals or extensions or amendments thereof, ; provided that the obligations secured or benefited thereby or the property covered thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances, except as permitted by Section 7.01(e); (d) Liens which secure Permitted Acquisition Indebtedness which were in existence at the time of the Permitted Acquisition and were not created in contemplation of such Permitted AcquisitionOrdinary Course Liens; (e) Liens on the assets of Santee securing Permitted Capital Asset the Indebtedness on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced permitted by such Indebtedness; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently appliedSection 7.01(c); and; (f) Liens securing the Indebtedness permitted under Section 7.01(f); provided that (i) any Liens securing Indebtedness permitted under clause (i) of Section 7.01(f) shall only extend to the property subject to the capital lease under which such Indebtedness is owed, (ii) any Liens securing Indebtedness permitted under clause (ii) of Section 7.01(f) shall only extend to the real property constructed, acquired or refinanced during the 12 month period preceding the incurrence of such Indebtedness; and (iii) any Liens securing Indebtedness permitted under clause (iii) of Section 7.01(f) shall only extend to the property securing the Indebtedness being refinanced, refunded, renewed or extended; (g) Negative Pledges set forth in the agreements or instruments governing the Indebtedness permitted under Section 7.01(f); (i) any such Negative Pledge with respect to Indebtedness permitted under clause (i) of Section 7.01(f) shall only extend to the rights property subject to the capital lease under which such Indebtedness is owed, (ii) any such Negative Pledge with respect to Indebtedness permitted under clause (ii) of Section 7.01(f) shall only extend to the real property constructed, acquired or refinanced during the 12 month period preceding the incurrence of such Indebtedness; and (iii) any such Negative Pledge with respect to Indebtedness permitted under clause (iii) of Section 7.01(f) shall only extend to the property securing the Indebtedness being refinanced, refunded, renewed or extended; (h) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Borrower or any Subsidiary of Borrower; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Borrower under or the applicable Subsidiary of Borrower; (i) Liens on property existing at the time of acquisition thereof by Borrower or any Subsidiary of Borrower; provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any assets other than such acquired property; and Liens incurred in the ordinary course of business to secure the payment of all or a Military Utility Privatization entered into by portion of the purchase price of goods held for sale; provided that such SubsidiaryLiens do not extend to any assets other than such goods; (j) Liens and Negative Pledges in favor of Borrower or any Subsidiary of Borrower; and (k) other Liens securing, and Negative Pledges relating to, Indebtedness, in each case in an aggregate principal amount not to exceed $500,000 at any time.

Liens and Negative Pledges. Create, incurIncur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and pursuant to any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increasedLoan Document; (b) Liens and Negative Pledges under existing on the Loan Documentsdate hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased, and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.01(b); (c) Permitted EncumbrancesLiens for taxes or other governmental charges not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which secure Permitted Acquisition Indebtedness are not overdue for a period of more than 60 days or which were are being contested in existence at good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the time books of the Permitted Acquisition applicable Person; and were not created in contemplation the case of a Lien with respect to any portion of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Permitted AcquisitionLien; (e) Liens securing Permitted Capital Asset Indebtedness pledges or deposits in connection with worker's compensation, unemployment insurance and other social security legislation or statutory obligations in the ordinary course of business, so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (f) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and limited to appeal bonds, performance bonds and other obligations of a like nature incurred in the capital assets acquiredordinary course of business; (g) easements, constructed rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or financed materially interfere with the proceeds ordinary conduct of the business of the applicable Person; (h) attachment, judgment or other similar Liens arising in connection with litigation or other legal proceedings (and not otherwise a Default hereunder) in the ordinary course of business that are currently being contested in good faith by appropriate proceedings, adequate reserves have been set aside and no material property is subject to a material risk of loss or forfeiture or the claims in respect of such Permitted Capital Asset Indebtedness Liens are fully covered by insurance (subject to ordinary and customary deductibles); (i) Liens on any asset existing at the time of acquisition of such asset by Borrower or with a Subsidiary, or Liens to secure the proceeds payment of all or any Indebtedness directly part of the purchase price of an asset upon the acquisition of such asset by Borrower or indirectly refinanced by such Indebtednessa Subsidiary; provided that the Lien shall apply only to the asset so acquired; (j) Liens securing Indebtedness permitted under Section 7.01(k); provided that such Liens apply only to the assets acquired in connection with the permitted Acquisition or the assets of the Person that becomes a Subsidiary of Borrower as a result of the permitted Acquisition; (k) Liens on property, assets or revenues other than inventory and receivables securing Indebtedness permitted under Section 7.01 in an aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not to exceed $10,000,000 25,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)time; and (fl) any Negative Pledge with respect to the rights replacements, extensions and renewals of a Subsidiary Liens permitted under subsections (i) and (j) of Borrower under a Military Utility Privatization entered into by such Subsidiarythis Section 7.02.

Liens and Negative Pledges. Create, incur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges in favor of the Administrative Agent and the Lenders under this Agreement or the Loan Documents; (b) The Negative Pledge set forth in the Senior Note Indentures as of the Closing Date, provided that the same shall not prohibit the granting of Liens to the Administrative Agent and the Lenders to secure the Obligations; (c) Liens and Negative Pledges existing on the Closing Date date hereof and disclosed in listed on Schedule 4.7 7.02 and any renewals/renewals or extensions or amendments thereof, ; provided that the obligations secured or benefited thereby or the property covered thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances, except as permitted by Section 7.01(d); (d) Liens which secure Permitted Acquisition Indebtedness which were in existence at the time of the Permitted Acquisition and were not created in contemplation of such Permitted AcquisitionOrdinary Course Liens; (e) Liens securing Permitted Capital Asset the Indebtedness on and limited permitted under Section 7.01(e); provided that (i) any Liens securing Indebtedness permitted under clause (i) of Section 7.01(e) shall only extend to the property subject to the capital assets acquiredlease under which such Indebtedness is owed, constructed (ii) any Liens securing Indebtedness permitted under clause (ii) of Section 7.01(e) shall only extend to the real property constructed, acquired or financed with refinanced during the proceeds 12-month period preceding the incurrence of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that and (iii) any Liens securing Indebtedness permitted under clause (iii) of Section 7.01(e) shall only extend to the aggregate principal amount of such property securing the Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); andbeing refinanced, refunded, renewed or extended; (f) Negative Pledges set forth in the agreements or instruments governing the Indebtedness permitted under Section 7.01(e); provided that (i) any such Negative Pledge with respect to Indebtedness permitted under clause (i) of Section 7.01(e) shall only extend to the rights property subject to the capital lease under which such Indebtedness is owed, (ii) any such Negative Pledge with respect to Indebtedness permitted under clause (ii) of Section 7.01(e) shall only extend to the real property constructed, acquired or refinanced during the 12-month period preceding the incurrence of such Indebtedness; and (iii) any such Negative Pledge with respect to Indebtedness permitted under clause (iii) of Section 7.01 (e) shall only extend to the property securing the Indebtedness being refinanced, refunded, renewed or extended; (g) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Borrower or any Subsidiary of Borrower; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Borrower or the applicable Subsidiary of Borrower; (h) Liens on property existing at the time of acquisition thereof by Borrower or any Subsidiary of Borrower; provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any assets other than such acquired property; and Liens incurred in the ordinary course of business to secure the payment of all or a portion of the purchase price of goods held for sale; provided that such Liens do not extend to any assets other than such goods; (i) Liens and Negative Pledges from third parties in favor of Borrower or any Subsidiary of Borrower; and (j) other Liens securing, and Negative Pledges relating to, Indebtedness permitted under a Military Utility Privatization entered into by such SubsidiarySection 7.01 in an aggregate principal amount not to exceed $5,000,000 at any time.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increasedPermitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted EncumbrancesLiens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals or extensions thereof; provided that the obligations secured or benefited thereby are not increased; (d) Liens which secure Permitted Acquisition Indebtedness which on Property acquired by Parent, Borrowers or any of the Restricted Subsidiaries that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition and Negative Pledges limited to such Property; (e) Liens securing Permitted Capital Asset Pari Passu Term Debt permitted by Section 7.9(c) on collateral which is co-extensive with the Collateral and which are subject to an Intercreditor Agreement; and related Negative Pledges which permit the Liens and Negative Pledges in favor of the Administrative Agent and the Lenders contemplated hereby; (f) Liens securing Indebtedness permitted by Section 7.9(e) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such IndebtednessIndebtedness and Negative Pledges limited to such capital assets; and (g) Liens consisting of Cash deposits to secure obligations of Parent or any Restricted Subsidiary under an operating lease of one or more aircraft provided that the aggregate amount of such deposits does not exceed $2,500,000; provided that the aggregate principal amount applicability of this Section to any gaming license issued by the State of Nevada, or to any Person that holds such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); and (f) any Negative Pledge with respect a gaming license, is subject to the rights approval of a Subsidiary the Nevada Gaming Commission (if required by applicable Law) or, if not so required, to the receipt by Parent of Borrower under a Military Utility Privatization entered into written confirmation by the Nevada Gaming Commission that it is not so required (and Parent agrees to use its best efforts to promptly obtain such Subsidiaryapproval or written confirmation).

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments ------------ thereof, provided that the obligations secured or benefited thereby are not -------- increased; (b) Liens existing on the Closing Date in favor of lessors of Real Property occupied by Borrower, which Liens attach solely to Property located on such Real Property, to secure the obligations of Borrower to the lessor under the lease covering each such Real Property, and any renewals, extensions or amendments thereof arising in connection with the renewal, extension or amendment of the related lease; (c) Liens and Negative Pledges under the Loan Documents; (cd) Permitted Encumbrances; (de) Liens which secure Permitted Acquisition Indebtedness which on Property acquired by Borrower or any of its Subsidiaries that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition; (ef) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.9(e) on ----- and limited to the land or capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); and (fg) any Negative Pledge Sale and leaseback transactions with respect to the rights of any Real Property owned by Borrower; provided that such transaction is with a Subsidiary Person -------- not an Affiliate of Borrower under and the net cash proceeds therefrom are promptly thereafter applied as a Military Utility Privatization entered into by such Subsidiaryvoluntary prepayment of the Notes.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective its Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective its Properties, whether now owned or hereafter acquired, except: (a) Permitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited benefitted thereby are not increased; (bd) Liens and related Negative Pledges on Property acquired by the Borrower or any of its Subsidiaries following the Closing Date securing Indebtedness permitted under the Loan Documents; (cSection 6.9(e) Permitted Encumbrances; (d) Liens and which secure Permitted Acquisition Indebtedness which were in existence at the time of the Permitted Acquisition and were are not created in contemplation of such Permitted Acquisitionthe acquisitions described in that Section; (e) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.9(d) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; , and related Negative Pledges with respect to such assets, provided that the aggregate principal amount scope of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after Negative Pledges are not increased and the Closing Date shall obligations secured or benefitted thereby are not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); andincreased; (f) any Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization created by an agreement or instrument entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business which consists of a restriction on the assignability, transfer or hypothecation of such Subsidiaryagreement or instrument; (g) Liens created by operation of applicable Gaming Laws or imposed by contract with the relevant Gaming Board; (h) Liens securing the Indebtedness and contingent obligations described in Section 6.9(h) that are equal, ratable and pari passu with the Liens securing the Obligations, it being understood that the Administrative Agent may enter into intercreditor agreements with the creditors holding such Indebtedness and contingent obligations; (i) judgment Liens securing judgments which do not result in an Event of Default; (j) Liens on Cash Equivalents or Investments securing liabilities for jackpots payable for progressive games in a manner consistent with industry practice and applicable Gaming Laws; (k) Liens securing Indebtedness incurred in connection with a mortgage financing of the Headquarters Property so long as such Liens extend solely to the real property that composes the Headquarters Property and related Negative Pledges with respect thereto; (l) licenses, leases, sublicenses or subleases granted to other Persons in the ordinary course of business and not materially interfering with the conduct of the business of the Borrower and its Subsidiaries, taken as a whole; (m) Liens associated with the sale of customer loans and receivables permitted by Section 6.2(b); and (n) any extension, renewal or replacement of the foregoing provided that the scope of the Property so encumbered and the related obligations are not increased.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, exceptEXCEPT: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increasedPermitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted EncumbrancesLiens and Negative Pledges existing on the Amendment Effective Date and disclosed in SCHEDULE 4.7 and any renewals or extensions thereof; PROVIDED that the obligations secured or benefited thereby are not increased; (d) Liens which secure Permitted Acquisition Indebtedness which securing the Term Loan that are pari-passu with the Liens under the Collateral Documents, subject to the Intercreditor Agreement, and Negative Pledges under the Term Loan Agreement; (e) Liens on Property acquired by Parent or any of the Restricted Subsidiaries that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition and Negative Pledges limited to such Property; (ef) Liens securing Permitted Capital Asset consisting of, or on assets owned by other Persons which are leased to Parent under, an operating lease excluded from the definition of Indebtedness on and Negative Pledges limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)assets; and (fg) Liens consisting of Cash deposits to secure obligations of Parent or any Negative Pledge with respect Restricted Subsidiary under an operating lease of one or more aircraft PROVIDED that the aggregate amount of such deposits does not exceed $2,500,000; PROVIDED that the applicability of this Section to any gaming license issued by the State of Nevada, or to any Person that holds such a gaming license, is subject to the rights approval of a Subsidiary the Nevada Gaming Commission (if required by applicable Law) or, if not so required, to the receipt by Parent of Borrower under a Military Utility Privatization entered into written confirmation by the Nevada Gaming Commission that it is not so required (and Parent agrees to use its best efforts to promptly obtain such Subsidiaryapproval or written confirmation).

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or sell any accounts receivable, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, exceptEXCEPT: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increasedPermitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted EncumbrancesLiens and Negative Pledges existing on the Closing Date and disclosed in SCHEDULE 6.8 and any renewals/extensions or amendments thereof; PROVIDED that the obligations secured or benefited thereby are not increased; (d) the RayChem Lien, so long as the RayChem Lien Subordination remains in effect; (e) Liens securing Indebtedness permitted by SECTION 6.9(e) on the Property which secure Permitted Acquisition Indebtedness which is the subject of the Capital Lease Obligation or was purchased with the proceeds of the purchase money debt; and (f) Liens on Property acquired by Borrower or any of its Subsidiaries that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisition; (e) Liens securing Permitted Capital Asset Indebtedness on acquisition and limited to the capital assets acquiredany renewals/extensions or amendments thereof, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided PROVIDED that the aggregate principal amount of such Indebtedness obligations secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall or benefitted thereby are not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); and (f) any Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiaryincreased.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which on Property acquired by Borrower or any of its Subsidiaries that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition; (e) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.10(d) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided ; (f) Liens securing Indebtedness permitted by Section 6.10(e) on or limited to the assets that are the aggregate principal amount subject of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)an Acquisition therein described; and (fg) any Negative Pledge with respect to the rights Liens granted in favor of a Subsidiary landlord to secure obligations of Borrower under a Military Utility Privatization entered into lease, provided that (i) the Lien attaches only to Property of Borrower located in the premises covered by the lease and (ii) with respect to any such SubsidiaryLien on Property having a fair market value of $4,000 or more, the landlord has executed and delivered a landlord waiver (in form and substance reasonably acceptable to the Administrative Agent) in favor of the Administrative Agent subordinating such Lien to the Lien of the Collateral Documents and permitting the Administrative Agent to have reasonable access thereto during an Event of Default.

Liens and Negative Pledges. Create, incurIncur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits Property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, exceptEXCEPT: (a) Liens and Negative Pledges existing on the Initial Closing Date and disclosed in Schedule 4.7 and any renewals/renewals or extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased;; 84 (b) Liens and Negative Pledges under the Loan DocumentsOrdinary Course Liens; (c) Permitted EncumbrancesLiens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; PROVIDED that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) such deposit account is not intended by the depositor to provide collateral to the depository institution; (d) Liens which secure Permitted Acquisition and Negative Pledges securing Indebtedness which were permitted under SECTION 7.01(d), (e), (h) or (i) on real and personal Properties, together with refinancings, refundings, renewals or extensions of such Indebtedness as and to the extent permitted under Section 7.01(j), and not constituting ownership interests in existence at the time Borrowers or any of the Permitted Acquisition Subsidiaries of Borrowers; PROVIDED that no such Lien is spread to cover any additional Property and were that the amount of Indebtedness secured thereby is not created in contemplation of such Permitted Acquisitionincreased; (e) Liens securing Permitted Capital Asset Indebtedness on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced Negative Pledges supporting purchase options and Guaranty Obligations permitted by such Indebtedness; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); and (f) any Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiary.this Agreement;

Liens and Negative Pledges. Create, incurIncur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits Property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, exceptEXCEPT: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 date hereof and any renewals/renewals or extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan DocumentsOrdinary Course Liens; (c) Permitted EncumbrancesLiens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) such deposit account is not intended by the depositor to provide collateral to the depository institution; (d) Liens which secure Permitted Acquisition and Negative Pledges securing Indebtedness which were permitted under Section 7.01(d), (e), (h) or (i) on real and personal Properties, together with refinancings, refundings, renewals or extensions of such Indebtedness as and to the extent permitted under Section 7.01(j), and not constituting ownership interests in existence at the time Borrowers or any of the Permitted Acquisition Subsidiaries of Borrowers; provided that no such Lien is spread to cover any additional Property and were that the amount of Indebtedness secured thereby is not created in contemplation of such Permitted Acquisitionincreased; (e) Liens securing Permitted Capital Asset Indebtedness on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced Negative Pledges supporting purchase options and Guaranty Obligations permitted by such Indebtedness; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); and (f) any Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiary.this Agreement;

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, exceptEXCEPT: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increasedPermitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted EncumbrancesLiens and Negative Pledges existing on the Closing Date and disclosed in SCHEDULE 4.7 and any renewals/extensions or amendments thereof; PROVIDED that the obligations secured or benefited thereby are not increased; (d) Liens which secure Permitted Acquisition Indebtedness which securing the Revolver that are pari-passu with the Liens under the Collateral Documents, subject to the Intercreditor Agreement, and Negative Pledges under the Revolving Loan Agreement; (e) Liens on Property acquired by Borrowers that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition and Negative Pledges limited to such Property; (ef) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.7 by reason of Section 9.9(A) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided Indebtedness and Negative Pledges limited to such capital assets; (g) Liens consisting of, or on assets owned by other Persons which are leased to any Borrower under, an operating lease excluded from the definition of Indebtedness and Negative Pledges limited to such assets; (h) Liens consisting of Cash deposits to secure obligations of any Borrower under any operating lease of one or more aircraft PROVIDED that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall deposits does not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)2,500,000; and (fi) any Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization entered into by such SubsidiaryPermitted Sale/Leaseback.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents, including Liens in favor of the Collateral Agent for the ratable benefit of the Secured Creditors under (and as defined in) the Intercreditor Agreement; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which on Property acquired by Borrower or any of its Subsidiaries that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition; (e) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.10(d) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; (f) Non-consensual Liens securing Indebtedness of not more than $500,000, provided that such Liens are discharged within thirty (30) days after their incurrence by Borrower; -66- 73 (g) Liens securing Additional Senior Indebtedness in an aggregate principal amount outstanding at any time of not more than the Permitted Additional Senior Indebtedness Amount, provided that the aggregate principal amount holder(s) of such Additional Senior Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after become a party to the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)Intercreditor Agreement; and (fh) any Negative Pledge with respect Liens securing Borrower's obligations to the rights purchasers of a Subsidiary of accounts receivable sold by Borrower as permitted under a Military Utility Privatization entered into by such SubsidiarySection 6.2.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective its Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective its Properties, whether now owned or hereafter acquired, exceptEXCEPT: (a) Permitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided PROVIDED that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were on Property acquired by Borrower or any of its Subsidiaries after the Closing Date that are in existence at the time of the Permitted Acquisition such acquisition and were are not created in contemplation of such Permitted Acquisitionacquisition; (e) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.9(d) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided , PROVIDED that the aggregate principal amount of such Indebtedness obligations secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall or benefitted thereby are not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); andincreased; (f) any Lien or Negative Pledge with respect to the rights of created by an agreement or instrument entered into by Borrower or a Subsidiary of Borrower under in the ordinary course of its business which consists of a Military Utility Privatization entered into by restriction on the assignability, transfer or hypothecation of such Subsidiaryagreement or instrument; and (g) to the extent that the same may be construed to be a Lien or Negative Pledge, the Sublease.

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Consolidated Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Restatement Date and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof4.7, provided that the obligations secured or benefited thereby by such Liens are not increasedincreased and that no such Lien extends to any Property of Borrower or any Consolidated Subsidiary other than the Property subject to such Lien on the Restatement Date; (b) Liens and Negative Pledges on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary, or Contractual Obligations of any Financial Subsidiary or Foreign Subsidiary restricting the grant of any Lien on the Property of such Financial Subsidiary or Foreign Subsidiary; (c) Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries, or Contractual Obligations restricting the grant of any Lien on Property where such Property secures Indebtedness incurred for the purposes of acquiring and/or developing such Property; (d) Liens or Contractual Obligations that may exist from time to time under the Loan Documents; (ce) Liens or Contractual Obligations consisting of a Capital Lease covering personal Property entered into in the ordinary course of business; (f) Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings, judgments and orders which do not constitute an Event of Default under Section 9.1(i); (h) Liens which secure Permitted Acquisition Indebtedness which were on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in existence each case existing at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (ei) Liens securing Permitted Capital Asset Indebtedness on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and limited not created in contemplation of such event; (j) Liens on any asset, or Contractual Obligations restricting the grant of any Lien on such asset, in each case existing prior to the capital assets acquired, constructed acquisition thereof by Borrower or financed with the proceeds any of its Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets; (l) Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $10,000,000 individually, or indirectly refinanced $50,000,000 in the aggregate, and (iii) do not in the aggregate materially detract from the value of the assets covered by such IndebtednessLiens or materially impair the use thereof in the operation of Borrower’s business; (i) any Contractual Obligations restricting the grant of any Lien and (ii) any Contractual Obligations contained in Section 1008 of the Senior Notes Indenture as in effect on the Restatement Date; provided that in the aggregate principal amount case of clause (i) only, as of any date of determination, such Contractual Obligations do not (x) prohibit first priority, perfected Liens on Properties of the Borrower and the Guarantor Subsidiaries in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such Indebtedness secured by date, or (y) require that holders of any indebtedness receive Liens ranking senior or pari passu to Liens granted on collateral in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date; (n) assessment district or similar Liens and incurred by in connection with municipal financings; (o) a Contractual Obligation wherein Borrower and/or or any of its Subsidiaries after agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the Closing Date shall not exceed $10,000,000 at grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the Obligations and in favor of the holders of such other Indebtedness (other than Subordinated Obligations), if any, as the Borrower designates (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any one time outstanding such Contractual Obligation); (as determined in accordance with GAAP consistently applied)p) Liens on Property of a Joint Venture permitted under Section 6.4; (q) Liens on Property of Borrower or any of its Subsidiaries that secure Non-Recourse Indebtedness, or Contractual Obligations related to such Non-Recourse Indebtedness restricting the grant of any Lien on such Property; and (fr) Liens on Property that secure any obligation of the Borrower or any of its Subsidiaries under any Profit and Participation Agreement, or any Contractual Obligations under any Profit and Participation Agreements which restrict the granting of any Lien on any Property subject to such Profit and Participation Agreements. For purposes of compliance with this Section: (x) in the event that any Lien or Contractual Obligation meets the criteria set forth in more than one of clauses (a) through (r) of this Section, Borrower, in its sole discretion, may classify or reclassify such Lien or Contractual Obligation in any manner that complies with this Section and such Lien or Contractual Obligation shall be treated as having been permitted pursuant to only one of the clauses of this Section; and (y) any Negative Pledge with respect to Indebtedness secured by a Lien may be divided and classified among more than one of the rights clauses of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiarythis Section.

Liens and Negative Pledges. Create, incurIncur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits Property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 date hereof and any renewals/renewals or extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan DocumentsOrdinary Course Liens; (c) Permitted EncumbrancesLiens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) such deposit account is not intended by the depositor to provide collateral to the depository institution; (d) Liens which secure Permitted Acquisition securing Indebtedness which were permitted under Sections 7.01(d), (e), (h) or (i) on real and personal Properties and not constituting ownership interests in existence at the time Borrower or any of the Permitted Acquisition and were not created in contemplation Subsidiaries of such Permitted AcquisitionBorrower or the REIT; (e) Liens supporting purchase options and Guaranty Obligations permitted by this Agreement; (f) Liens on Property of a Person which becomes a Subsidiary of the REIT, Borrower or any of their respective Subsidiaries after the date hereof securing Permitted Capital Asset Indebtedness on and limited to the capital assets acquired, constructed permitted by Sections 7.01(d) or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness(e); provided that (i) such Liens existed at the aggregate principal amount time such Person become a Subsidiary of the REIT, Borrower or any of their respective Subsidiaries and were not incurred or otherwise created in anticipation thereof, and (ii) any such Lien is not expanded to cover any other Property of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries Person after the Closing Date shall time such Person becomes a Subsidiary of the REIT, Borrower or any of their respective Subsidiaries; (g) Licenses, leases or subleases granted to other Persons in the Ordinary Course of Business not exceed $10,000,000 at any one time outstanding materially interfering with the conduct of the business of the Borrower Parties taken as a whole; (as determined in accordance with GAAP consistently applied)h) Liens arising from Capital Leases entered into by the Borrower Parties; and (fi) Liens and Negative Pledges existing on the date hereof and any Negative Pledge renewals or extensions thereof pursuant to the Revolving Credit Agreement and the other Revolving Loan Documents and the Intercreditor Agreement or the Loan Documents. Except with respect to specific property encumbered to secure payment of particular Indebtedness, neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the rights creation or assumption of a any Lien upon any of its Properties or any stock or assets, whether now owned or hereafter acquired. Except as provided (i) in this Agreement, (ii) with respect to Indebtedness permitted under Section 7.01, (iii) in acquisition agreements, and (iv) with respect to non-assignment provisions of leases, subleases, licenses and sublicenses, Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (A) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by Borrower or any other Subsidiary of Borrower under a Military Utility Privatization entered into Borrower, (B) repay or prepay any Indebtedness owed by such SubsidiarySubsidiary to Borrower or any other Subsidiary of Borrower, (C) make loans or advances to Borrower or any other Subsidiary of Borrower, or (D) transfer any of its property or assets to Borrower or any other Subsidiary of Borrower.

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Consolidated Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Date and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof4.7, provided that the obligations secured or benefited thereby by such Liens are not increasedincreased and that no such Lien extends to any Property of Borrower or any Consolidated Subsidiary other than the Property subject to such Lien on the Closing Date; (b) Liens and Negative Pledges on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary, or Contractual Obligations of any Financial Subsidiary or Foreign Subsidiary restricting the grant of any Lien on the Property of such Financial Subsidiary or Foreign Subsidiary; (c) Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries, or Contractual Obligations restricting the grant of any Lien on Property where such Property secures Indebtedness incurred for the purposes of acquiring and/or developing such Property; (d) Liens or Contractual Obligations that may exist from time to time under the Loan Documents; (ce) Liens or Contractual Obligations consisting of a Capital Lease covering personal Property entered into in the ordinary course of business; (f) Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings, judgments and orders which do not constitute an Event of Default under Section 9.1(i); (h) Liens which secure Permitted Acquisition Indebtedness which were on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in existence each case existing at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; 66 (i) Liens on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and not created in contemplation of such event; (ej) Liens securing Permitted Capital Asset Indebtedness on and limited any asset, or Contractual Obligations restricting the grant of any Lien on such asset, in each case existing prior to the capital assets acquired, constructed acquisition thereof by Borrower or financed with the proceeds any of its Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets; (l) Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $10,000,000 individually, or indirectly refinanced $50,000,000 in the aggregate, and (iii) do not in the aggregate materially detract from the value of the assets covered by such IndebtednessLiens or materially impair the use thereof in the operation of Xxxxxxxx’s business; (i) any Contractual Obligations restricting the grant of any Lien and (ii) any Contractual Obligations contained in (x) Section 1008 of the Senior Notes Indenture as in effect on the Closing Date or (y) the Senior Notes Indenture as may be amended, modified or supplemented from time to time, or successive replacements or refinancings thereof, which Contractual Obligations, in the case of this clause (y), are then permitted by the Existing Revolving Credit Agreement; provided that in the aggregate principal amount case of clause (i) only, as of any date of determination, such Contractual Obligations do not prohibit first priority, perfected Liens on Properties of the Borrower and the Guarantor Subsidiaries in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such Indebtedness secured by date, or require that holders of any indebtedness receive Liens ranking senior or pari passu to Liens granted on collateral in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date; (n) assessment district or similar Liens and incurred by in connection with municipal financings; (o) a Contractual Obligation wherein Borrower and/or or any of its Subsidiaries after agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the Closing Date shall not exceed $10,000,000 at grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the Obligations and in favor of the holders of such other Indebtedness (other than Subordinated Obligations), if any, as the Borrower designates (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any one time outstanding such Contractual Obligation); (as determined in accordance with GAAP consistently applied)p) Liens on Property of a Joint Venture permitted under Section 6.4; (q) Liens on Property of Borrower or any of its Subsidiaries that secure Non-Recourse Indebtedness, or Contractual Obligations related to such Non-Recourse Indebtedness restricting the grant of any Lien on such Property; (r) Liens on Property that secure any obligation of the Borrower or any of its Subsidiaries under any Profit and Participation Agreement, or any Contractual Obligations under any Profit and Participation Agreements which restrict the granting of any Lien on any Property subject to such Profit and Participation Agreements; and (fs) subject to Section 11.2(f) and without limiting the definition of “Maturity Date”, Liens securing the “Obligations” (as defined in the Existing Revolving Credit Agreement) and Contractual Obligations under the Existing Revolving Credit Agreement and the other “Loan Documents” (as defined therein). For purposes of compliance with this Section: (x) in the event that any Lien or Contractual Obligation meets the criteria set forth in more than one of clauses (a) through (s) of this Section, Borrower, in its sole discretion, may classify or reclassify such Lien or Contractual Obligation in any manner that complies with this Section and such Lien or Contractual Obligation shall be treated as having been permitted pursuant to only one of the clauses of this Section; and (y) any Negative Pledge with respect to Indebtedness secured by a Lien may be divided and classified among more than one of the rights clauses of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiarythis Section.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, except:(a) Permitted Encumbrances; (ab) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not -------- increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were on Property acquired by Borrower or any of its Restricted Subsidiaries after the Closing Date that are in existence at the time of the Permitted Acquisition such acquisition and were are not created in contemplation of such Permitted Acquisitionacquisition; (e) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.9(d) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly -97- or indirectly refinanced by such Indebtedness; , provided that the aggregate principal amount of such Indebtedness -------- obligations secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall or benefitted thereby are not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); andincreased; (f) any Lien or Negative Pledge created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary of Borrower in the ordinary course of its business which consists of a restriction on the assignability, transfer or hypothecation of such agreement or instrument; and (g) Until a Collateral Release occurs, Liens securing the pari ---- passu Indebtedness described in Section 6.9(m) in collateral which is not ----- more extensive than the collateral encumbered by the Collateral Documents, and Negative Pledges which are not more extensive than the Negative Pledge contained in this Section relating to such pari passu Indebtedness, and ---- ----- which in any event allow the Liens contemplated herein; provided that this Section shall not be effective to prohibit the Liens or -------- Negative Pledges with respect to securities issued by Las Vegas prior to the rights Prior Closing Date to the extent that appropriate approvals of a Subsidiary of Borrower this covenant have not been obtained under a Military Utility Privatization entered into by such Subsidiaryapplicable Nevada Gaming Laws.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their its respective Properties, Property or any Collateral or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their its respective PropertiesProperty or any Collateral, whether now owned or hereafter acquired, except:except the following (“Permitted Liens”): (a) 7.7.1 Liens and Negative Pledges existing on as of the Closing Date and disclosed in set forth on Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased;7.7 (b) 7.7.2 Liens and Negative Pledges created under the Loan Documents; (c) Permitted Encumbrances; (d) 7.7.3 Purchase money Liens which secure Permitted Acquisition Indebtedness which were in existence at incurred to finance the time purchase or construction of capital assets using the Permitted Acquisition and were not created in contemplation proceeds of such Permitted Acquisition; (e) Liens securing Permitted Indebtedness, including Capital Asset Indebtedness on Lease Obligations, permitted under Section 7.8.3, and limited to the capital assets acquired, constructed purchased or financed constructed; 7.7.4 Liens incurred in connection with the proceeds extension, renewal or refinancing of such Permitted Capital Asset the Indebtedness secured by the Liens described in Section 7.7.1 or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness7.7.3; provided that any extension, renewal or replacement Lien (a) is limited to the aggregate principal property covered by the existing Lien and (b) secures Indebtedness which is no greater in amount of such than the Indebtedness secured by such the existing Lien; 7.7.5 Liens securing taxes, assessments, and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA) or the claims of materialmen, mechanics, carriers, repairmen, warehousemen, or landlords or other like Liens incurred in the ordinary course of business, but which (a) have been bonded, (b) which are being contested in good faith by appropriate proceedings and for which Borrower and/or shall have set aside on its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined books adequate reserves with respect thereto in accordance with GAAP consistently applied)or (c) are not yet past due; 7.7.6 Deposits under workers’ compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory obligations of surety, appeal or customs bonds or to secure indemnity, performance or other similar bonds in the ordinary course of business; 7.7.7 any judgment Lien not giving rise to an Event of Default; 7.7.8 leases or subleases granted to others (in the ordinary course of business consistent with past practices) not interfering in any material respect with the ordinary conduct of the business or operations of Borrower or any Subsidiary; 7.7.9 easements, rights-of-way, restrictions, minor defects, encroachments or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of Borrower or any Subsidiary; 7.7.10 deposits in the ordinary course of business to secure liabilities to insurance carriers, lessor, utilities and other service providers; 7.7.11 bankers liens and rights of setoff with respect to customary depository arrangements entered into in the ordinary course of business; 7.7.12 Liens arising by reason of security for surety or appeal bonds in the ordinary course of business of Borrower or any Subsidiary; 7.7.13 a non-exclusive license, or similar right, of or to Intellectual Property granted in the ordinary course of business; and (f) 7.7.14 any Negative Pledge with respect to other Liens securing Indebtedness or other obligations permitted under Section 7.8.11. The foregoing exceptions, however, shall not permit any Lien in any Stock of any Subsidiary, except for Liens created under the rights of a Subsidiary of Borrower under a Military Utility Privatization entered into by such SubsidiaryCollateral Documents.

Liens and Negative Pledges. Create, incur, assume, or suffer to exist, or cause or permit any Joint Venture to create, incur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower, any of its Subsidiaries or any Joint Venture agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Date date hereof and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof4.7, provided that the obligations secured or benefited thereby by such Liens are not increasedincreased and that no such Lien extends to any Property of Borrower or any Subsidiary other than the Property subject to such Lien on the Amendment Effective Date; (b) Liens and Negative Pledges under the Loan Documentson Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary; (c) Liens on real Property securing Non-Recourse Indebtedness; provided that any such Non-Recourse Indebtedness complies with the terms of Section 6.8 ; (d) Liens consisting of a Capital Lease covering personal Property; (e) Permitted Encumbrances; (df) attachment, judgment and other similar Liens arising in connection with court proceedings; provided that the execution or enforcement of such Lien is effectively stayed and the claims secured thereby do not in the aggregate exceed $5,000,000 and are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; (g) Liens which secure Permitted Acquisition Indebtedness which were in existence existing on any asset of any corporation at the time of the Permitted Acquisition such corporation becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (eh) Liens on any asset of any corporation existing at the time such corporation is merged or consolidated - 77 - 83 with or into Borrower or any of its Subsidiaries and not created in contemplation of such event; (i) Liens existing on any asset prior to the acquisition thereof by Borrower or any of its Subsidiaries and not created in contemplation of such acquisition; (j) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets; (k) Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $200,000 individually, or $500,000 in the aggregate, and (iii) do not in the aggregate materially detract from the value of the assets covered by such Liens or materially impair the use thereof in the operation of Borrower's business; (l) Liens not otherwise permitted by the foregoing clauses of this Section which secure Indebtedness not exceeding $500,000 in the aggregate; (m) Liens securing Permitted Capital Asset Indebtedness on and limited to the capital assets acquired, constructed or financed permitted by Section 6.9(e) incurred in connection with the proceeds acquisition of such Permitted Capital Asset Indebtedness Property; (n) Liens referred to in the last sentence of the definition of "Bond Facility" encumbering (i) real property owned by Borrower or with the proceeds one of any Indebtedness directly its Subsidiaries on September 1, 1994 or indirectly refinanced by such Indebtedness; (ii) other real property of Borrower or one of its Subsidiaries provided that the aggregate principal amount of such Indebtedness obligations secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall does not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); and10,000,000; (fo) a Contractual Obligation wherein Borrower or any Negative Pledge of its Subsidiaries agrees not to a grant any Lien on any of their Properties, if such Contractual Obligation does not, by its terms, prohibit the grant of a Lien in favor of the Administrative Agent and the Banks with respect to the rights Obligations (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of such Contractual Obligation); (p) Liens on property of a Subsidiary of Borrower under a Military Utility Privatization entered into Joint Venture referred to in Section 6.9(h) securing Indebtedness permitted by such Subsidiary.Section; provided, however, in no event may Borrower or any of its Subsidiaries create, incur, assume or suffer to exist any Lien

Liens and Negative Pledges. Create, incur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature Pledges upon or with respect to any of their respective Propertiesits property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and pursuant to any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increasedLoan Document; (b) Liens and Negative Pledges under that are (i) existing on the Loan Documentsdate hereof and (ii) in the case of Liens or Negative Pledges upon the property of the Borrower or any of its domestic Subsidiaries, listed on Schedule 7.01, and, in the case of each of clause (i) or (ii), any renewals or extensions thereof, provided, that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Permitted EncumbrancesLiens and Negative Pledges incurred in connection with capital leases, Synthetic Lease Obligations and purchase money obligations permitted under Section 7.03(e) and any renewals or extensions thereof, provided that (i) such Liens and Negative pledges do not encumber any property other than the property acquired or financed in such transaction; and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (d) Liens for taxes not yet due or which secure Permitted Acquisition Indebtedness which were are being contested in existence at good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the time books of the Permitted Acquisition and were not created applicable Person in contemplation of such Permitted Acquisitionaccordance with GAAP; (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (f) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds, utilities and other obligations of a like nature incurred in the ordinary course of business; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case -25- Caminus Term Credit Agreement materiallx xxxxxxx xxxx xxx xxxxx xx xxx xxxxxxxx subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (i) Liens securing Permitted Capital Asset Indebtedness on and limited judgments for the payment of money in an aggregate amount not in excess of the Threshold Amount (except to the capital assets acquiredextent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), constructed or financed with the proceeds unless any such judgment remains undischarged for a period of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall more than 30 consecutive days during which execution is not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)effectively stayed; and (fj) any Negative Pledge with respect Liens on property described in clause (i) of the definition of "Additional Credit Facility" (excluding, for the avoidance of doubt, Liens on cash and cash equivalents, long-term fixed assets, long-term receivables and intellectual property) to secure the rights of a Subsidiary of Borrower Additional Credit Facility permitted under a Military Utility Privatization entered into by such SubsidiarySection 7.03(f).

Liens and Negative Pledges. Create, incurIncur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits Property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 date hereof and any renewals/renewals or extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan DocumentsOrdinary Course Liens; (c) Permitted EncumbrancesLiens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) such deposit account is not intended by the depositor to provide collateral to the depository institution; (d) Liens which secure Permitted Acquisition securing Indebtedness which were permitted under Section 7.01(d), (e), (h) or (i) on real and personal Properties and not constituting ownership interests in existence at the time Borrower or any of the Permitted Acquisition and were not created in contemplation Subsidiaries of such Permitted AcquisitionBorrower or the REIT; (e) Liens supporting purchase options and Guaranty Obligations permitted by this Agreement; (f) Liens on Property of a Person which becomes a Subsidiary of the REIT, Borrower or any of their respective Subsidiaries after the date hereof securing Permitted Capital Asset Indebtedness on and limited to the capital assets acquired, constructed permitted by Section 7.01(d) or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness(e); provided that (i) such Liens existed at the aggregate principal amount time such Person become a Subsidiary of the REIT, Borrower or any of their respective Subsidiaries and were not incurred or otherwise created in anticipation thereof, and (ii) any such Lien is not expanded to cover any other Property of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries Person after the Closing Date shall time such Person becomes a Subsidiary of the REIT, Borrower or any of their respective Subsidiaries; (g) Licenses, leases or subleases granted to other Persons in the Ordinary Course of Business not exceed $10,000,000 at any one time outstanding (materially interfering with the conduct of the business of the Borrower Parties taken as determined in accordance with GAAP consistently applied)a whole; and (fh) Liens arising from Capital Leases entered into by the Borrower Parties; and (i) Liens and Negative Pledges existing on the date hereof and any Negative Pledge renewals or extensions thereof pursuant to the Bridge Credit Agreement and the other Bridge Loan Documents, the Intercreditor Agreement or the Loan Documents. Except with respect to the rights specific property encumbered to secure payment of a Subsidiary particular Indebtedness, neither Borrower nor any of Borrower under a Military Utility Privatization entered its Subsidiaries shall enter into by such Subsidiary.any agreement

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective its Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective its Properties, whether now owned or hereafter acquired, except: (a) Permitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date date hereof and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited benefitted thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were on Property acquired by Borrower or any of its Restricted Subsidiaries after the Closing Date that are in existence at the time of the Permitted Acquisition such acquisition and were are not created in contemplation of such Permitted Acquisitionacquisition; (e) purchase money Liens securing Permitted Indebtedness and Capital Asset Indebtedness on and limited to the capital assets acquiredLease Obligations incurred following April 7, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the 2000 in an aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not to exceed $10,000,000 at 100,000,000 (including any one time outstanding (as determined in accordance with GAAP consistently appliedrefinancings thereof); and; (f) any Lien or Negative Pledge created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary of Borrower in the ordinary course of its business which consists of a restriction on the assignability, transfer or hypothecation of such agreement or instrument; (g) If a Collateral Event occurs (and no Collateral Release has subsequently occurred), equal, ratable and pari passu Liens securing the MGM Senior Notes, the Obligations, and the Indebtedness under the Other Loan Agreement and any other senior Indebtedness of Borrower and its Subsidiaries the incurrence of which is permitted by Section 6.8, plus interest, fees, premium, indemnities, expenses and other amounts which are not principal relating or payable with respect to such principal amount, on collateral which is not, as of any date of determination, more extensive than the rights of a Subsidiary collateral encumbered by the Loan Documents, and, in any event, Negative Pledges which are not more extensive than the Negative Pledge contained in this Section relating to the MGM Senior Notes, the Indebtedness under the Other Loan Agreement or any other senior Indebtedness of Borrower and its Subsidiaries the incurrence of which is permitted by Section 6.8, and which in any event allow the Liens in favor of the Administrative Agent and the other Creditors contemplated herein; (h) If a Collateral Event occurs (and no Collateral Release has subsequently occurred), Liens securing the Mirage Senior Notes, plus interest, fees, premium, indemnities, expenses and other amounts which are not principal relating or payable with respect to such principal amount, (in each case on an equal, ratable and pari passu basis with the MGM Senior Notes, the Obligations and the Indebtedness under the Other Loan Agreement) on collateral which is not in any event and as of any date of determination, more extensive than the collateral encumbered by the Loan Documents, and Negative Pledges which are not more extensive than the Negative Pledge contained in this Section relating to the Mirage Senior Notes, and which in any event allow the Liens in favor of the Administrative Agent and the other Creditors contemplated herein; (i) If a Military Utility Privatization entered into Collateral Event occurs (and thereafter until a Collateral Release), subordinated Liens securing additional Indebtedness of the Borrower and its Subsidiaries the incurrence of which is permitted by Section 6.8, plus interest, fees, premium, indemnities, expenses and other amounts which are not principal relating or payable with respect to such Subsidiaryprincipal amount, on collateral which is not, as of any date of determination, more extensive than the collateral encumbered by the Loan Documents, and, in any event, Negative Pledges which are not more extensive than the Negative Pledge contained in this Section relating thereto which allow the Liens in favor of the Administrative Agent and the other Creditors contemplated herein; and (j) Liens granted on the stock, partnership or other equity interests in a Person which is not a Restricted Subsidiary owned by Borrower or any of its Restricted Subsidiaries, which are granted solely to secure Indebtedness of that Person; provided that this Section shall not be effective to prohibit Liens or Negative Pledges with respect to securities issued by any gaming licensee to the extent that appropriate approvals of this covenant have not been obtained under applicable Gaming Laws.

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Consolidated Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Date date hereof and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof4.7, provided that the obligations secured or benefited thereby by such Liens are not increasedincreased and that no such Lien extends to any Property of Borrower or any Consolidated Subsidiary other than the Property subject to such Lien on the Closing Date; (b) Liens on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary; (c) Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries, provided that the aggregate Indebtedness (other than Indebtedness described in clause (b) above and Negative Pledges clause (q) below) secured by all such Liens shall at no time exceed $200,000,000; (d) Liens that may exist from time to time under the Loan Documents; (ce) Liens consisting of a Capital Lease covering personal Property; (f) Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings; provided that the execution or enforcement of such Lien is effectively stayed and the claims secured thereby do not in the aggregate exceed $50,000,000 and are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; (h) Liens which secure Permitted Acquisition Indebtedness which were in existence existing on any asset of any Person at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (ei) Liens securing Permitted Capital Asset Indebtedness on any asset of any Person existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and limited not created in contemplation of such event; (j) Liens existing on any asset prior to the capital assets acquired, constructed acquisition thereof by Borrower or financed with the proceeds any of its Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly or indirectly refinanced secured by such Indebtedness; any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets; (l) Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $10,000,000 individually, or $50,000,000 in the aggregate, and (iii) do not in the aggregate principal amount materially detract from the value of such Indebtedness secured the assets covered by such Liens or materially impair the use thereof in the operation of Borrower’s business; (m) Liens not otherwise permitted by the foregoing clauses of this Section which secure Indebtedness not exceeding $10,000,000 in the aggregate; (n) assessment district or similar Liens in connection with municipal financings; (o) a Contractual Obligation wherein Borrower or any of its Subsidiaries agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the Obligations and in favor of the holders of such other Senior Indebtedness, if any, as the Borrower designates (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any such Contractual Obligation); (p) Liens on Property of a Joint Venture; (q) Liens on Property of the Borrower or any of its Subsidiaries that secure Non-Recourse Indebtedness to the seller of such Property incurred by the Borrower and/or or any of its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)upon acquisition of such Property; and (fr) Liens on Property that secure any obligation of the Borrower or any of its Subsidiaries under any Profit and Participation Agreement. For purposes of compliance with this Section: (x) in the event that any Lien meets the criteria set forth in more than one of clauses (a) through (r) of this Section, Borrower, in its sole discretion, may classify or reclassify such Lien in any manner that complies with this Section and such Lien shall be treated as having been permitted pursuant to only one of the clauses of this Section; and (y) any Negative Pledge with respect to Indebtedness secured by a Lien may be divided and classified among more than one of the rights clauses of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiarythis Section.

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein the Borrower or any of its Restricted Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Date date hereof and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof6.7, provided that that, the obligations secured or benefited thereby by such Liens and Contractual Obligations are not increasedincreased and that no such Lien or Contractual Obligation extends to any Property of the Borrower or any Restricted Subsidiary other than the Property subject to such Lien or Contractual Obligation on the Closing Date; (b) Liens and Negative Pledges on Property of any Foreign Subsidiary securing Indebtedness of that Foreign Subsidiary, or Contractual Obligations of any Foreign Subsidiary restricting the grant of any Lien on the Property of such Foreign Subsidiary; (c) Liens on Property securing Indebtedness of the Borrower or any of its Restricted Subsidiaries, or Contractual Obligations restricting the grant of any Lien on Property where such Property secures Indebtedness incurred for the purposes of acquiring and/or developing such Property, provided that, such Indebtedness is included in “Borrowing Base Indebtedness” for the purpose of calculating the Borrowing Base Availability; (d) Liens or Contractual Obligations that may exist from time to time under the Loan Documents; (ce) Liens or Contractual Obligations consisting of a Capital Lease covering personal Property entered into in the ordinary course of business; (f) Liens and Contractual Obligations that are Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings; provided that, in the case of such Liens securing claims that exceed $25,000,000 in the aggregate over the amount of any insurance proceeds reasonably expected to be received, the execution or enforcement of such Liens are effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; (h) Liens which secure Permitted Acquisition Indebtedness which were on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in existence each case existing at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (ei) Liens securing Permitted Capital Asset Indebtedness on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person is acquired by or merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries and limited not created in contemplation of such event; (j) Liens on any asset, or Contractual Obligations restricting the grant of any Lien on such asset, in each case existing prior to the capital assets acquired, constructed acquisition thereof by the Borrower or financed with the proceeds any of its Restricted Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly secured by any Lien permitted by any of the foregoing clauses of this Section, provided that, such Indebtedness is not increased and is not secured by additional assets; (l) Liens or indirectly refinanced by such Indebtedness; provided that Contractual Obligations arising in the ordinary course of business which do not secure any obligation in an amount exceeding $15,000,000 in the aggregate, and do not in the aggregate principal amount materially detract from the value of such Indebtedness secured the assets covered by such Liens and incurred by Borrower and/or its Subsidiaries after or materially impair the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined use thereof in accordance with GAAP consistently applied); andthe operation of the Borrower’s business; (fm) any Negative Pledge Contractual Obligations restricting the grant of any Lien; provided that, as of any date of determination, such Contractual Obligations do not (x) prohibit first priority, perfected Liens on Properties of the Borrower and the Guarantor Subsidiaries in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date, or (y) require that holders of any indebtedness receive Liens ranking senior or pari passu to Liens granted on collateral in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date; (n) assessment district or similar Liens in connection with municipal financings; (o) a Contractual Obligation wherein the Borrower or any of its Restricted Subsidiaries agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the rights Obligations and in favor of the holders of such other Indebtedness (other than Subordinated Obligations), if any, as the Borrower designates (and the Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any such Contractual Obligation); (p) Liens on Property of a Subsidiary of Borrower Joint Venture permitted under a Military Utility Privatization entered into by such Subsidiary.Section 6.4 and 6.14;

Liens and Negative Pledges. Create, incurIncur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on in favor of the Administrative Agent and the Lenders under this agreement and the Loan Documents; (b) The Negative Pledge set forth in the Existing Indenture as of the Closing Date and disclosed in the New Indenture as of the New Fixed Rate Senior Note Closing Date, provided that the same shall not prohibit the granting of Liens to the Administrative Agent and the Lenders to secure the Obligations; (c) Liens and Negative Pledges existing on the date hereof and listed on Schedule 4.7 7.01 and any renewals/renewals or extensions or amendments thereof, ; provided that the obligations secured or benefited thereby or the property covered thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances, except as permitted by Section 7.01(e); (d) Liens which secure Permitted Acquisition Indebtedness which were in existence at the time of the Permitted Acquisition and were not created in contemplation of such Permitted AcquisitionOrdinary Course Liens; (e) Liens on the assets of Santee securing Permitted Capital Asset the Indebtedness on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced permitted by such Indebtedness; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently appliedSection 7.01(c); and; (f) Liens securing the Indebtedness permitted under Section 7.01(f); provided that (i) any Liens securing Indebtedness permitted under clause (i) of Section 7.01(f) shall only extend to the property subject to the capital lease under which such Indebtedness is owed, (ii) any Liens securing Indebtedness permitted under clause (ii) of Section 7.01(f) shall only extend to the real property constructed, acquired or refinanced during the 12 month period preceding the incurrence of such Indebtedness; and (iii) any Liens securing Indebtedness permitted under clause (iii) of Section 7.01(f) shall only extend to the property securing the Indebtedness being refinanced, refunded, renewed or extended; (g) Negative Pledges set forth in the agreements or instruments governing the Indebtedness permitted under Section 7.01(f); (i) any such Negative Pledge with respect to Indebtedness permitted under clause (i) of Section 7.01(f) shall only extend to the rights property subject to the capital lease under which such Indebtedness is owed, (ii) any such Negative Pledge with respect to Indebtedness permitted under clause (ii) of Section 7.01(f) shall only extend to the real property constructed, acquired or refinanced during the 12 month period preceding the incurrence of such Indebtedness; and (iii) any such Negative Pledge with respect to Indebtedness permitted under clause (iii) of Section 7.01(f) shall only extend to the property securing the Indebtedness being refinanced, refunded, renewed or extended; (h) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Borrower or any Subsidiary of Borrower; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Borrower under or the applicable Subsidiary of Borrower; (i) Liens on property existing at the time of acquisition thereof by Borrower or any Subsidiary of Borrower; provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any assets other than such acquired property; and Liens incurred in the ordinary course of business to secure the payment of all or a Military Utility Privatization entered into by portion of the purchase price of goods held for sale; provided that such SubsidiaryLiens do not extend to any assets other than such goods; (j) Liens and Negative Pledges in favor of Borrower or any Subsidiary of Borrower; and (k) other Liens securing, and Negative Pledges relating to, Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their its respective Properties, Property or any Collateral or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their its respective PropertiesProperty or any Collateral, whether now owned or hereafter acquired, except:except the following (“Permitted Liens”): (a) 7.7.1 Liens and Negative Pledges existing on as of the Closing Date and disclosed in set forth on Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased;7.7. (b) 7.7.2 Liens and Negative Pledges created under the Loan Documents; (c) Permitted Encumbrances; (d) 7.7.3 Purchase money Liens which secure Permitted Acquisition Indebtedness which were in existence at incurred to finance the time purchase or construction of capital assets using the Permitted Acquisition and were not created in contemplation proceeds of such Permitted Acquisition; (e) Liens securing Permitted Indebtedness, including Capital Asset Indebtedness on Lease Obligations, permitted under Section 7.8.3, and limited to the capital assets acquired, constructed purchased or financed constructed; 7.7.4 Liens incurred in connection with the proceeds extension, renewal or refinancing of such Permitted Capital Asset the Indebtedness secured by the Liens described in Section 7.7.1 or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness7.7.3; provided that any Lien incurred in connection with such extension, renewal or refinancing (a) is limited to the aggregate principal property covered by the existing Lien and (b) secures Indebtedness which is no greater in amount of such than the Indebtedness secured by such the existing Lien; 7.7.5 Liens securing taxes, assessments, and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA) or the claims of materialmen, mechanics, carriers, repairmen, warehousemen, or landlords or other like Liens incurred in the ordinary course of business, but which (a) have been bonded, (b) which are being contested in good faith by appropriate proceedings and for which Borrower and/or shall have set aside on its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined books adequate reserves with respect thereto in accordance with GAAP consistently applied)or (c) are not yet past due; 7.7.6 Deposits under workers’ compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory obligations of surety, appeal or customs bonds or to secure indemnity, performance or other similar bonds in the ordinary course of business; 7.7.7 any judgment Lien not giving rise to an Event of Default; 7.7.8 leases or subleases granted to others (in the ordinary course of business consistent with past practices) not interfering in any material respect with the ordinary conduct of the business or operations of Borrower or any Subsidiary; 7.7.9 easements, rights-of-way, restrictions, minor defects, encroachments or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of Borrower or any Subsidiary; 7.7.10 deposits in the ordinary course of business to secure liabilities to insurance carriers, lessor, utilities and other service providers; 7.7.11 bankers liens and rights of setoff with respect to customary depository arrangements entered into in the ordinary course of business; 7.7.12 Liens arising by reason of security for surety or appeal bonds in the ordinary course of business of Borrower or any Subsidiary; 7.7.13 a non-exclusive license, or similar right, of or to Intellectual Property granted in the ordinary course of business; 7.7.14 any Liens securing Indebtedness or other obligations permitted under Section 7.8.5; and (f) 7.7.15 any Negative Pledge with respect other Liens securing Indebtedness or other obligations permitted under Section 7.8.11, provided that such Liens shall not attach to any real property owned by Borrower or any of its Subsidiaries. The foregoing exceptions, however, shall not permit any Lien in or on any Stock of any Subsidiary, except for Liens created under the rights of a Subsidiary of Borrower under a Military Utility Privatization entered into by such SubsidiaryCollateral Documents.

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein the Borrower or any of its Restricted Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Restatement Date and disclosed described in Schedule 4.7 and 6.7, including, for the avoidance of doubt, any renewals/extensions or amendments thereofLiens securing the obligations arising under the Stonegate Agreement; provided that, provided that the obligations secured or benefited thereby by such Liens and Contractual Obligations are not increasedincreased and that no such Lien or Contractual Obligation extends to any Property of the Borrower or any Restricted Subsidiary other than the Property subject to such Lien or Contractual Obligation on the Original Closing Date; (b) Liens and Negative Pledges on Property of any Foreign Subsidiary securing Indebtedness of that Foreign Subsidiary, or Contractual Obligations of any Foreign Subsidiary restricting the grant of any Lien on the Property of such Foreign Subsidiary; (c) Liens on Property securing Indebtedness of the Borrower or any of its Restricted Subsidiaries, or Contractual Obligations restricting the grant of any Lien on Property where such Property secures Indebtedness incurred for the purposes of acquiring and/or developing such Property, provided that, such Indebtedness is included in “Borrowing Base Indebtedness” for the purpose of calculating the Borrowing Base Availability; (d) Liens or Contractual Obligations that may exist from time to time under the Loan Documents; (ce) Liens or Contractual Obligations consisting of a Capital Lease covering personal Property entered into in the ordinary course of business; (f) Liens and Contractual Obligations that are Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings; provided that, in the case of such Liens securing claims that exceed $25,000,000 in the aggregate over the amount of any insurance proceeds reasonably expected to be received, the execution or enforcement of such Liens are effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; (h) Liens which secure Permitted Acquisition Indebtedness which were on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in existence each case existing at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (ei) Liens securing Permitted Capital Asset Indebtedness on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person is acquired by or merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries and limited not created in contemplation of such event; (j) Liens on any asset, or Contractual Obligations restricting the grant of any Lien on such asset, in each case existing prior to the capital assets acquired, constructed acquisition thereof by the Borrower or financed with the proceeds any of its Restricted Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly secured by any Lien permitted by any of the foregoing clauses of this Section, provided that, such Indebtedness is not increased and is not secured by additional assets; (l) Liens or indirectly refinanced by such Indebtedness; provided that Contractual Obligations arising in the ordinary course of business which do not secure any obligation in an amount exceeding $15,000,000 in the aggregate, and do not in the aggregate principal amount materially detract from the value of such Indebtedness secured the assets covered by such Liens and incurred by Borrower and/or its Subsidiaries after or materially impair the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined use thereof in accordance with GAAP consistently applied); andthe operation of the Borrower’s business; (fm) any Negative Pledge Contractual Obligations restricting the grant of any Lien; provided that, as of any date of determination, such Contractual Obligations do not (x) prohibit first priority, perfected Liens on Properties of the Borrower and the Guarantor Subsidiaries in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date, or (y) require that holders of any indebtedness receive Liens ranking senior or pari passu to Liens granted on collateral in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date; (n) assessment district or similar Liens in connection with municipal financings; (o) a Contractual Obligation wherein the Borrower or any of its Restricted Subsidiaries agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the rights Obligations and in favor of the holders of such other Indebtedness (other than Subordinated Obligations), if any, as the Borrower designates (and the Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any such Contractual Obligation); (p) Liens on Property of a Subsidiary of Borrower Joint Venture permitted under a Military Utility Privatization entered into by such Subsidiary.Section 6.4 and 6.14;

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens and Negative Pledges pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and disclosed in listed on Schedule 4.7 7.01 and any renewals/renewals or extensions or amendments thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby are not increasedis permitted by Section 7.03(c); (bc) Liens and Negative Pledges under on Property acquired by Borrower or any of the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which Restricted Subsidiaries that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition; (d) Liens and Negative Pledges on personal property and fixtures securing Indebtedness permitted under Section 7.03(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and (e) Liens securing Permitted Capital Asset Indebtedness and Negative Pledges on and limited deposits made by Restricted Subsidiaries doing business in the State of New Jersey in an aggregate amount not to the capital assets acquired, constructed or financed exceed $5,000,000 with the proceeds Casino Reinvestment Development Authority (or a trustee) to secure the obligations of such Permitted Capital Asset Indebtedness or with the proceeds Casino Reinvestment Development Authority in respect of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); andbonds issued thereby; (f) any Lien or Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary in the ordinary course of its business which consists of a restriction on the assignability, transfer or hypothecation of such Subsidiary.agreement or instrument; (g) any Lien or Negative Pledge on shares of any equity security or any warrant or option to purchase an equity security or any security which is convertible into an equity security issued by any of Borrower or any Restricted Subsidiary that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law of the State of Nevada; provided that this clause (g) shall apply only so long as the Gaming Laws of the State of Nevada provide that the creation of any restriction on the disposition of any of such securities shall not be effective and, if such Gaming Laws at any time cease to so provide, then this clause (g) shall be of no further effect; and provided further that if at any time Borrower creates or suffers to exist a Lien or Negative Pledge covering such securities in favor of the holder of any other Indebtedness, it will (subject to any approval required under the Gaming Laws of the State of Nevada) concurrently grant a pari passu Lien or Negative Pledge likewise covering such securities in favor of the Administrative Agent for the benefit of the Lenders; and

Liens and Negative Pledges. Create, incurIncur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits Property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 date hereof and any renewals/renewals or extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan DocumentsOrdinary Course Liens; (c) Permitted EncumbrancesLiens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) such deposit account is not intended by the depositor to provide collateral to the depository institution; (d) Liens which secure Permitted Acquisition securing Indebtedness which were permitted under Section 7.01(d), (e) or (i) on real and personal Properties and not constituting ownership interests in existence at the time Borrower or any of the Permitted Acquisition and were not created in contemplation Subsidiaries of such Permitted AcquisitionBorrower or the REIT; (e) Liens supporting purchase options and Guaranty Obligations permitted by this Agreement; (f) Liens on Property of a Person which becomes a Subsidiary of the REIT, Borrower or any of their respective Subsidiaries after the date hereof securing Permitted Capital Asset Indebtedness on and limited to the capital assets acquired, constructed permitted by Section 7.01(d) or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness(e); provided that (i) such Liens existed at the aggregate principal amount time such Person become a Subsidiary of the REIT, Borrower or any of their respective Subsidiaries and were not incurred or otherwise created in anticipation thereof, and (ii) any such Lien is not expanded to cover any other Property of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries Person after the Closing Date shall time such Person becomes a Subsidiary of the REIT, Borrower or any of their respective Subsidiaries; (g) Licenses, leases or subleases granted to other Persons in the Ordinary Course of Business not exceed $10,000,000 at any one time outstanding (materially interfering with the conduct of the business of the Borrower Parties taken as determined in accordance with GAAP consistently applied)a whole; and (fh) any Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization Liens arising from Capital Leases entered into by such Subsidiarythe Borrower Parties.

Liens and Negative Pledges. Create, incurIncur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits Property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 date hereof and any renewals/renewals or extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan DocumentsOrdinary Course Liens; (c) Permitted EncumbrancesLiens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) such deposit account is not intended by the depositor to provide collateral to the depository institution; (d) Liens which secure Permitted Acquisition and Negative Pledges securing Indebtedness which were permitted under Sections 7.01(d), (e), (h) or (i) on real and personal Properties and not constituting ownership interests in existence at the time Borrowers or any of the Permitted Acquisition Subsidiaries of Borrowers and were any renewals or extensions thereof; provided that no such Lien is spread to cover any additional Property and that the amount of Indebtedness secured thereby is not created in contemplation of such Permitted Acquisitionincreased; (e) Liens securing Permitted Capital Asset Indebtedness on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced Negative Pledges supporting purchase options and Guaranty Obligations permitted by such Indebtedness; provided that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); and (f) any Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiary.this Agreement;

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Consolidated Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Date date hereof and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof4.7, provided that the obligations secured or benefited thereby by such Liens are not increasedincreased and that no such Lien extends to any Property of Borrower or any Consolidated Subsidiary other than the Property subject to such Lien on the Closing Date; (b) Liens on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary; (c) Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries, provided that the aggregate Indebtedness (other than Indebtedness described in clause (b) above and Negative Pledges clause (q) below) secured by all such Liens shall at no time exceed $200,000,000; (d) Liens that may exist from time to time under the Loan Documents; (ce) Liens consisting of a Capital Lease covering personal Property; (f) Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings; provided that the execution or enforcement of such Lien is effectively stayed and the claims secured thereby do not in the aggregate exceed $50,000,000 and are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; (h) Liens which secure Permitted Acquisition Indebtedness which were in existence existing on any asset of any Person at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (ei) Liens securing Permitted Capital Asset Indebtedness on any asset of any Person existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and limited not created in contemplation of such event; (j) Liens existing on any asset prior to the capital assets acquired, constructed acquisition thereof by Borrower or financed with the proceeds any of its Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly or indirectly refinanced secured by such Indebtedness; any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets; (l) Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $10,000,000 individually, or $50,000,000 in the aggregate, and (iii) do not in the aggregate principal amount materially detract from the value of such Indebtedness secured the assets covered by such Liens or materially impair the use thereof in the operation of Borrower's business; (m) Liens not otherwise permitted by the foregoing clauses of this Section which secure Indebtedness not exceeding $10,000,000 in the aggregate; (n) assessment district or similar Liens in connection with municipal financings; (o) a Contractual Obligation wherein Borrower or any of its Subsidiaries agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the Obligations and in favor of the holders of such other Senior Indebtedness, if any, as the Borrower designates (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any such Contractual Obligation); (p) Liens on Property of a Joint Venture; (q) Liens on Property of the Borrower or any of its Subsidiaries that secure Non-Recourse Indebtedness to the seller of such Property incurred by the Borrower and/or or any of its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)upon acquisition of such Property; and (fr) Liens on Property that secure any obligation of the Borrower or any of its Subsidiaries under any Profit and Participation Agreement. For purposes of compliance with this Section: (x) in the event that any Lien meets the criteria set forth in more than one of clauses (a) through (r) of this Section, Borrower, in its sole discretion, may classify or reclassify such Lien in any manner that complies with this Section and such Lien shall be treated as having been permitted pursuant to only one of the clauses of this Section; and (y) any Negative Pledge with respect to Indebtedness secured by a Lien may be divided and classified among more than one of the rights clauses of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiarythis Section.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective its Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective its Properties, whether now owned or hereafter acquired, except: (a) Permitted Encumbrances; (b) Liens and Negative Pledges in favor of the Administrative Agent securing the Obligations under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date and disclosed in the Disclosure Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances;; W02-WEST:LAR\400019853.8 (d) Liens which secure Permitted Acquisition Indebtedness which were on Property acquired by Borrower or any of its Restricted Subsidiaries after the Closing Date that are in existence at the time of the Permitted Acquisition such acquisition and were are not created in contemplation of such Permitted Acquisitionacquisition, and Negative Pledges relating to the Property so acquired; (e) purchase money Liens securing Permitted Indebtedness and Capital Asset Indebtedness Lease Obligations in an aggregate principal amount not to exceed $250,000,000 (including any refinancings thereof); (f) any Lien or Negative Pledge created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary of Borrower in the ordinary course of its business which consists of a restriction on and limited to the capital assets acquiredassignability, constructed transfer or financed with the proceeds hypothecation of such Permitted Capital Asset agreement or instrument; (g) Liens granted on the stock, partnership or other equity interests in a Person which is not a Restricted Subsidiary owned by Borrower or any if its Restricted Subsidiaries, which are granted solely to secure Indebtedness or with the proceeds of that Person; (h) Liens securing any Senior Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the aggregate principal amount Obligations are secured equally, ratably and on a pari passu basis with such Senior Indebtedness, and Negative Pledges in favor of any Senior Indebtedness provided such Negative Pledges do not prohibit the granting of Liens to secure the Obligations (but which may require the granting of concurrent equal, ratable and pari passu Liens in favor of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently appliedSenior Indebtedness); and (fi) any Liens not otherwise permitted by the foregoing clauses of this Section encumbering assets of Borrower and its Restricted Subsidiaries having an aggregate fair market value, as of the date of the incurrence of such Liens, which is not in excess of 10% of Consolidated Net Tangible Assets determined as of the then most recently ended Fiscal Quarter; provided that this Section shall not be effective to prohibit the Liens or Negative Pledge Pledges with respect to securities issued by any gaming licensee to the rights extent that appropriate approvals of a Subsidiary of Borrower this covenant have not been obtained under a Military Utility Privatization entered into by such Subsidiaryapplicable Gaming Laws.

Liens and Negative Pledges. Create, incurIncur, assume or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Propertiesits property, assets or engage in any Sale and Leaseback transaction with respect to any of their respective Propertiesrevenues, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and pursuant to any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increasedLoan Document; (b) Liens and Negative Pledges under existing on the Loan Documentsdate hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.01(b); (c) Permitted EncumbrancesLiens for taxes or other governmental charges not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which secure Permitted Acquisition Indebtedness are not overdue for a period of more than 60 days or which were are being contested in existence at good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the time books of the Permitted Acquisition and were not created in contemplation of such Permitted Acquisitionapplicable Person; (e) Liens securing Permitted Capital Asset Indebtedness on pledges or deposits in connection with worker's compensation, unemployment insurance and limited other social security legislation or statutory obligations in the ordinary course of business; (f) deposits to secure the capital assets acquiredperformance of bids, constructed trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or financed materially interfere with the proceeds ordinary conduct of the business of the applicable Person; (h) attachment, judgment or other similar Liens arising in connection with litigation or other legal proceedings (and not otherwise a Default hereunder) in the ordinary course of business that are currently being contested in good faith by appropriate proceedings, adequate reserves have been set aside and no material property is subject to a material risk of loss or forfeiture or the claims in respect of such Permitted Capital Asset Indebtedness Liens are fully covered by insurance (subject to ordinary and customary deductibles); (i) Liens on any asset existing at the time of acquisition of such asset by Borrower or with a Subsidiary, or Liens to secure the proceeds payment of all or any Indebtedness directly part of the purchase price of an asset upon the acquisition of such asset by Borrower or indirectly refinanced by such Indebtednessa Subsidiary; provided that the aggregate principal amount of such Lien shall apply only to the asset so acquired; (j) Liens securing Indebtedness secured by permitted under Section 7.01(m); provided that such Liens and incurred by apply only to the assets acquired in connection with the permitted Acquisition or the assets of the Person that becomes a Subsidiary of Borrower and/or its Subsidiaries after as a result of the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)permitted Acquisition; and (fk) any Negative Pledge with respect to the rights Replacements, extensions and renewals of a Subsidiary Liens permitted under subsections (i) and (j) of Borrower under a Military Utility Privatization entered into by such Subsidiarythis Section 7.02.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, except: (a) Permitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, ; provided that the obligations secured or benefited benefitted thereby are not increased; (bd) Liens and Negative Pledges arising under any Permitted Financing on Property having a value not in excess of $35,000,000, provided that the Loan Documentscreditors under such Permitted Financing have entered into an intercreditor agreement which is acceptable to the Administrative Agent and the Requisite Lenders providing, inter alia, for notices of default and a remedies standstill in favor of the Administrative Agent for a period acceptable to the Administrative Agent during which current debt service with respect to such Permitted Financing is provided for by the Lenders; (c) Permitted Encumbrances; (de) Liens which secure Permitted Acquisition Indebtedness which on Property acquired by Borrower that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition and Negative Pledges limited to such Property; (ef) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.9(f) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that Indebtedness and related Negative Pledges limited to such capital assets; (g) Liens consisting of, or on assets owned by other Persons which are leased to any Borrower under, an operating lease excluded from the aggregate principal amount definition of Indebtedness and Negative Pledges limited to such Indebtedness secured by such assets; (h) Liens and incurred Negative Pledges on the Project Property securing Borrower's $2,400,000 portion of the obligations with respect to the $60,000,000 "local improvement district No. T-4" bond which encumbers Green Valley Ranch generally which are not delinquent and which are being contested in good faith, provided that, if delinquent, adequate reserves have been set aside with respect thereto and, by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)reason of nonpayment, no material Property is subject to a material impending risk of loss or forfeiture; and (fi) any Negative Pledge Liens securing Indebtedness permitted under Section 6.9(g) that are pari-passu with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization entered into Liens created by such Subsidiarythe Collateral Documents.

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Consolidated Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Restatement Date and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof4.7, provided that the obligations secured or benefited thereby by such Liens are not increasedincreased and that no such Lien extends to any Property of Borrower or any Consolidated Subsidiary other than the Property subject to such Lien on the Restatement Date; (b) Liens and Negative Pledges on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary, or Contractual Obligations of any Financial Subsidiary or Foreign Subsidiary restricting the grant of any Lien on the Property of such Financial Subsidiary or Foreign Subsidiary; (c) Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries, or Contractual Obligations restricting the grant of any Lien on Property where such Property secures Indebtedness incurred for the purposes of acquiring and/or developing such Property, provided that such Indebtedness is included in “Secured Debt” for the purpose of calculating the Available Amount; (d) Liens or Contractual Obligations that may exist from time to time under the Loan Documents; (ce) Liens or Contractual Obligations consisting of a Capital Lease covering personal Property entered into in the ordinary course of business; LA\4060806.14 (f) Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings, judgments and orders which do not constitute an Event of Default under Section 9.1(i); (h) Liens which secure Permitted Acquisition Indebtedness which were on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in existence each case existing at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (ei) Liens securing Permitted Capital Asset Indebtedness on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and limited not created in contemplation of such event; (j) Liens on any asset, or Contractual Obligations restricting the grant of any Lien on such asset, in each case existing prior to the capital assets acquired, constructed acquisition thereof by Borrower or financed with the proceeds any of its Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets; (l) Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $10,000,000 individually, or indirectly refinanced $50,000,000 in the aggregate, and (iii) do not in the aggregate materially detract from the value of the assets covered by such IndebtednessLiens or materially impair the use thereof in the operation of Borrower’s business; (i) any Contractual Obligations restricting the grant of any Lien and (ii) any Contractual Obligations contained in Section 1008 of the Senior Notes Indenture as in effect on the Restatement Date; provided that in the aggregate principal amount case of clause (i) only, as of any date of determination, such Contractual Obligations do not (x) prohibit first priority, perfected Liens on Properties of the Borrower and the Guarantor Subsidiaries in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such Indebtedness secured by date, or (y) require that holders of any indebtedness receive Liens ranking senior or pari passu to Liens granted on collateral in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date; (n) assessment district or similar Liens and incurred by in connection with municipal financings; (o) a Contractual Obligation wherein Borrower and/or or any of its Subsidiaries after agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the Closing Date shall not exceed $10,000,000 at grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the Obligations and in favor of the holders of such other Indebtedness LA\4060806.14 (other than Subordinated Obligations), if any, as the Borrower designates (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any one time outstanding such Contractual Obligation); (as determined in accordance with GAAP consistently applied)p) Liens on Property of a Joint Venture permitted under Section 6.4; (q) Liens on Property of Borrower or any of its Subsidiaries that secure Non-Recourse Indebtedness, or Contractual Obligations related to such Non-Recourse Indebtedness restricting the grant of any Lien on such Property; and (fr) Liens on Property that secure any obligation of the Borrower or any of its Subsidiaries under any Profit and Participation Agreement, or any Contractual Obligations under any Profit and Participation Agreements which restrict the granting of any Lien on any Property subject to such Profit and Participation Agreements. For purposes of compliance with this Section: (x) in the event that any Lien or Contractual Obligation meets the criteria set forth in more than one of clauses (a) through (r) of this Section, Borrower, in its sole discretion, may classify or reclassify such Lien or Contractual Obligation in any manner that complies with this Section and such Lien or Contractual Obligation shall be treated as having been permitted pursuant to only one of the clauses of this Section; and (y) any Negative Pledge with respect to Indebtedness secured by a Lien may be divided and classified among more than one of the rights clauses of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiarythis Section.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective its Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective its Properties, whether now owned or hereafter acquired, except: (a) Permitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date date hereof and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were on Property acquired by Borrower or any of its Restricted Subsidiaries after the Closing Date that are in existence at the time of the Permitted Acquisition such acquisition and were are not created in contemplation of such Permitted Acquisitionacquisition; (e) purchase money Liens securing Permitted Indebtedness and Capital Asset Indebtedness on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the Lease Obligations in an aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not to exceed $10,000,000 at 100,000,000 (including any one time outstanding (as determined in accordance with GAAP consistently appliedrefinancings thereof); and; (f) any Lien or Negative Pledge created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary of Borrower in the ordinary course of its business which consists of a restriction on the assignability, transfer or hypothecation of such agreement or instrument; and (g) Equal, ratable and pari passu Liens securing the Qualified Obligations pursuant to the Intercreditor Agreement (or, in the event that the Intercreditor Agreement is hereafter terminated in accordance with its terms, and any Collateral Event thereafter occurs, Liens securing Senior Indebtedness of the Borrower and its Subsidiaries on an equal, ratable and pari passu basis with the Obligations pursuant to an intercreditor agreement which is substantively similar to the Intercreditor Agreement (the Administrative Agent being hereby authorized by the other Creditors to enter into any such replacement intercreditor agreement), provided that as of the date of the incurrence of such Liens, no Default or Event of Default has occurred and remains continuing); (h) Liens granted on the stock, partnership or other equity interests in a Person which is not a Restricted Subsidiary owned by Borrower or any if its Restricted Subsidiaries, which are granted solely to secure Indebtedness of that Person; provided that this Section shall not be effective to prohibit the Liens or Negative Pledges with respect to securities issued by any gaming licensee to the rights extent that appropriate approvals of a Subsidiary of Borrower this covenant have not been obtained under a Military Utility Privatization entered into by such Subsidiaryapplicable Gaming Laws.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, except: (a) Permitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, ; provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which on Property acquired by Borrower that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition and Negative Pledges limited to such Property; (e) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.9(e) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that Indebtedness and related Negative Pledges limited to such capital assets; (f) Liens consisting of, or on assets owned by other Persons which are leased to any Borrower under, an operating lease excluded from the aggregate principal amount definition of Indebtedness and Negative Pledges limited to such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)assets; and (fg) any Liens and Negative Pledge Pledges existing on the Closing Date securing Borrower’s $2,358,250 portion of the obligations with respect to the rights $60,000,000 “local improvement district No. T-4” bond (which encumbers the 0000 Xxxxx Xxxxxx Xxxxx xxxx generally) which are not delinquent and which are being contested in good faith, provided that, if delinquent, adequate reserves have been set aside with respect thereto and, by reason of nonpayment, no material Property is subject to a Subsidiary material impending risk of Borrower under a Military Utility Privatization entered into by such Subsidiaryloss or forfeiture.

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Consolidated Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Restatement Date and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof4.7, provided that the obligations secured or benefited thereby by such Liens are not increasedincreased and that no such Lien extends to any Property of Borrower or any Consolidated Subsidiary other than the Property subject to such Lien on the Restatement Date; (b) Liens and Negative Pledges on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary, or Contractual Obligations of any Financial Subsidiary or Foreign Subsidiary restricting the grant of any Lien on the Property of such Financial Subsidiary or Foreign Subsidiary; (c) Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries, or Contractual Obligations restricting the grant of any Lien on Property where such Property secures Indebtedness incurred for the purposes of acquiring and/or developing such Property; (d) Liens or Contractual Obligations that may exist from time to time under the Loan Documents; (ce) Liens or Contractual Obligations consisting of a Capital Lease covering personal Property entered into in the ordinary course of business; (f) Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings, judgments and orders which do not constitute an Event of Default under Section 9.1(i); (h) Liens which secure Permitted Acquisition Indebtedness which were on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in existence each case existing at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (ei) Liens securing Permitted Capital Asset Indebtedness on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and limited not created in contemplation of such event; (j) Liens on any asset, or Contractual Obligations restricting the grant of any Lien on such asset, in each case existing prior to the capital assets acquired, constructed acquisition thereof by Borrower or financed with the proceeds any of its Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets; (l) Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $10,000,000 individually, or indirectly refinanced $50,000,000 in the aggregate, and (iii) do not in the aggregate materially detract from the value of the assets covered by such IndebtednessLiens or materially impair the use thereof in the operation of Borrower’s business; (i) any Contractual Obligations restricting the grant of any Lien and (ii) any Contractual Obligations contained in Section 1008 of the Senior Notes Indenture as in effect on the Restatement Date; provided that in the aggregate principal amount case of clause (i) only, as of any date of determination, such Contractual Obligations do not (x) prohibit first priority, perfected Liens on Properties of the Borrower and the Guarantor Subsidiaries in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such Indebtedness secured by date, or (y) require that holders of any indebtedness receive Liens ranking senior or pari passu to Liens granted on collateral in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date; (n) assessment district or similar Liens and incurred by in connection with municipal financings; (o) a Contractual Obligation wherein Borrower and/or or any of its Subsidiaries after agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the Closing Date shall not exceed $10,000,000 at grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the Obligations and in favor of the holders of such other Indebtedness (other than Subordinated Obligations), if any, as the Borrower designates (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any one time outstanding such Contractual Obligation); (as determined in accordance with GAAP consistently applied)p) Liens on Property of a Joint Venture permitted under Section 6.4; (q) Liens on Property of Borrower or any of its Subsidiaries that secure Non- Recourse Indebtedness, or Contractual Obligations related to such Non-Recourse Indebtedness restricting the grant of any Lien on such Property; and (fr) Liens on Property that secure any obligation of the Borrower or any of its Subsidiaries under any Profit and Participation Agreement, or any Contractual Obligations under any Profit and Participation Agreements which restrict the granting of any Lien on any Property subject to such Profit and Participation Agreements. For purposes of compliance with this Section: (x) in the event that any Lien or Contractual Obligation meets the criteria set forth in more than one of clauses (a) through (r) of this Section, Borrower, in its sole discretion, may classify or reclassify such Lien or Contractual Obligation in any manner that complies with this Section and such Lien or Contractual Obligation shall be treated as having been permitted pursuant to only one of the clauses of this Section; and (y) any Negative Pledge with respect to Indebtedness secured by a Lien may be divided and classified among more than one of the rights clauses of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiarythis Section.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective its Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective its Properties, whether now owned or hereafter acquired, exceptEXCEPT: (a) Permitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided PROVIDED that the obligations secured or benefited benefitted thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were on Property acquired by Borrower or any of its Subsidiaries following the Closing Date (but not the assets of Powerhouse or its Subsidiaries) that are in existence at the time of the Permitted Acquisition such acquisition and were are not created in contemplation of such Permitted Acquisitionacquisition; (e) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.9(d) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided , and related Negative Pledges with respect to such assets, PROVIDED that the aggregate principal amount scope of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after Negative Pledges are not increased and the Closing Date shall obligations secured or benefitted thereby are not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied); andincreased; (f) any Negative Pledge with respect to the rights of created by an agreement or instrument entered into by Borrower or a Subsidiary of Borrower under in the ordinary course of its business which consists of a Military Utility Privatization entered into restriction on the assignability, transfer or hypothecation of such agreement or instrument; (g) Liens required to be created and maintained in connection with the operation of lotteries in various jurisdictions, whether created by such Subsidiaryoperation of applicable Gaming Laws or imposed by contract with the relevant Gaming Board; (h) Liens on Property having an aggregate value not in excess of $40,000,000 securing Indebtedness of the type described in Section 6.9(j); (i) judgment Liens securing judgments which do not result in any Default or Event of Default; (j) any extension, renewal or replacement of the foregoing provided that the scope of the Property so encumbered and the related obligations are not increased.

Liens and Negative Pledges. CreateNo Credit Party shall create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their its respective Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their its respective Properties, whether now owned or hereafter acquired, except: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 4.7A and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited benefitted thereby are not increasedincreased and such Liens and Negative Pledges are not extended beyond their scope from that existing on the Closing Date; (b) Liens and Negative Pledges under in favor of the Administrative Agent and the Lenders pursuant to the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which on Property acquired by any Credit Party or any Subsidiary that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition; (e) Liens and Negative Pledges under agreements arising in the ordinary course of business and constituting customary provisions restricting the assignment thereof; (f) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.10(e) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided that and (g) Liens securing Indebtedness permitted by Section 6.10(f) on and limited to the aggregate principal amount real property constructed or financed with the proceeds of such Indebtedness secured or with the proceeds of any Indebtedness directly or indirectly refinanced by such Liens Indebtedness, provided that no Credit Party shall xxxxx x Xxxx to HSBC on the Kearny Mesa Property, if at all, unless and incurred by Borrower and/or its Subsidiaries after the Closing Date shall not exceed $10,000,000 at any one time outstanding (as until Administrative Agent has determined to take and has in accordance with GAAP consistently applied); and (f) any Negative Pledge with respect to the rights of fact perfected a Subsidiary of Borrower under a Military Utility Privatization entered into by prior Lien on such SubsidiaryKearny Mesa Property.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, exceptEXCEPT: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increasedPermitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted EncumbrancesLiens and Negative Pledges existing on the Closing Date and disclosed in SCHEDULE 4.7 and any renewals or extensions thereof; PROVIDED that the obligations secured or benefited thereby are not increased; (d) Liens which secure Permitted Acquisition Indebtedness which securing the Revolver that are pari passu with the Liens under the Collateral Documents, subject to the Intercreditor Agreement, and Negative Pledges under the Revolving Loan Agreement; (e) Liens on Property acquired by Parent or any of the Restricted Subsidiaries that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition and Negative Pledges limited to such Property; (ef) Liens securing Permitted Capital Asset Indebtedness permitted by Section 9.9(A) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided Indebtedness and Negative Pledges limited to such capital assets; (g) Liens consisting of, or on assets owned by other Persons which are leased to Parent under, an operating lease excluded from the definition of Indebtedness and Negative Pledges limited to such assets; (h) Liens consisting of Cash deposits to secure obligations of Parent or any Restricted Subsidiary under an operating lease of one or more aircraft PROVIDED that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall deposits does not exceed $10,000,000 at 2,500,000; PROVIDED that the applicability of this Section to any one time outstanding (as determined in accordance with GAAP consistently applied); and (f) gaming license issued by the State of Nevada, or to any Negative Pledge with respect Person that holds such a gaming license, is subject to the rights approval of a Subsidiary the Nevada Gaming Commission (if required by applicable Law) or, if not so required, to the receipt by Parent of Borrower under a Military Utility Privatization entered into written confirmation by the Nevada Gaming Commission that it is not so required (and Parent agrees to use its best efforts to promptly obtain such Subsidiaryapproval or written confirmation).

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective its Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective its Properties, whether now owned or hereafter acquired, except: (a) Permitted Encumbrances; (b) Liens and Negative Pledges in favor of the Administrative Agent securing the Obligations under the Loan Documents; (c) Liens and Negative Pledges existing on the Closing Amendment Effective Date and disclosed in the Disclosure Schedule 4.7 and and, in each case, any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted Encumbrances; (d) Liens which secure Permitted Acquisition Indebtedness which were on Property acquired by Borrower or any of its Restricted Subsidiaries after the Amendment Effective Date that are in existence at the time of the Permitted Acquisition such acquisition and were are not created in contemplation of such Permitted Acquisitionacquisition, and Negative Pledges relating to the Property so acquired; (e) purchase money Liens securing Permitted Indebtedness and Capital Asset Indebtedness Lease Obligations permitted under Section 6.7(f); (f) any Lien or Negative Pledge created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary of Borrower in the ordinary course of its business which consists of a restriction on and limited to the capital assets acquiredassignability, constructed transfer or financed with the proceeds hypothecation of such Permitted Capital Asset agreement or instrument; (g) Liens granted on the stock, partnership or other equity interests in a Person which is not a Restricted Subsidiary owned by Borrower or any if its Restricted Subsidiaries, which are granted solely to secure Indebtedness or with the proceeds of that Person; (h) Liens securing any Senior Indebtedness directly or indirectly refinanced by such Indebtedness; provided that the aggregate principal amount Obligations are secured equally, ratably and on a pari passu basis with such Senior Indebtedness, and Negative Pledges in favor of any Senior Indebtedness provided such Negative Pledges do not prohibit the granting of Liens to secure the Obligations (but which may require the granting of concurrent equal, ratable and pari passu Liens in favor of such Senior Indebtedness); (i) Liens on certain assets and properties of Restricted Subsidiaries of Borrower located in Las Vegas, Nevada and more particularly described on Schedule 6.4(i), securing Guaranty Obligations permitted by Section 6.7(g)(i); (j) Liens and Negative Pledges securing the Existing Secured Notes and any Secured Refinancing Indebtedness, and Guaranty Obligations issued with respect thereto, provided that the Liens securing any Secured Refinancing Indebtedness shall cover no more collateral than the collateral covered by the Liens existing on the Restatement Effective Date to secure the Indebtedness which is being refinanced; (k) Liens and Negative Pledges granted to secure Indebtedness for Related Swap Agreements (which may be secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall cash collateral in an amount not to exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied15,000,000); and (fl) Liens on cash collateral deposited by Borrower to secure Indebtedness permitted under Section 6.7(k) in an aggregate amount not to exceed 105% of the aggregate amount of Indebtedness outstanding under such Section 6.7(k) at any time; provided that this Section shall not be effective to prohibit the Liens or Negative Pledge Pledges with respect to securities issued by any gaming licensee to the rights extent that appropriate approvals of a Subsidiary of Borrower this covenant have not been obtained under a Military Utility Privatization entered into by such Subsidiaryapplicable Gaming Laws.

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Date date hereof and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof4.7, provided that the obligations secured or benefited thereby by such Liens are not increasedincreased and that no such Lien extends to any Property of Borrower or any Subsidiary other than the Property subject to such Lien on the Closing Date; (b) Liens on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary; (c) Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries, provided that the aggregate Indebtedness (other than Indebtedness described in clause (b) above and Negative Pledges clause (q) below) secured by all such Liens shall at no time exceed $100,000,000; (d) Liens that may exist from time to time under the Loan Documents; (ce) Liens consisting of a Capital Lease covering personal Property; (f) Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings; provided that the execution or enforcement of such Lien is effectively stayed and the claims secured thereby do not in the aggregate exceed $25,000,000 and are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; (h) Liens which secure Permitted Acquisition Indebtedness which were in existence existing on any asset of any Person at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (ei) Liens securing Permitted Capital Asset Indebtedness on any asset of any Person existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and limited not created in contemplation of such event; (j) Liens existing on any asset prior to the capital assets acquired, constructed acquisition thereof by Borrower or financed with the proceeds any of its Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly or indirectly refinanced secured by such Indebtedness; any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets; (l) Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $1,000,000 individually, or $5,000,000 in the aggregate, and (iii) do not in the aggregate principal amount materially detract from the value of such Indebtedness secured the assets covered by such Liens and incurred or materially impair the use thereof in the operation of Borrower's business; (m) Liens not otherwise permitted by the foregoing clauses of this Section which secure Indebtedness not exceeding $5,000,000 in the aggregate; (n) assessment district or similar Liens in connection with municipal financings; (o) a Contractual Obligation wherein Borrower and/or or any of its Subsidiaries after agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the Closing Date shall not exceed $10,000,000 at grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the Obligations and in favor of the holders of such other Senior Indebtedness, if any, as the Borrower designates (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any one time outstanding such Contractual Obligation); (as determined in accordance with GAAP consistently applied)p) Liens on Property of a Joint Venture; and (fq) Liens on Property of the Borrower or any of its Subsidiaries that secure Non-Recourse Indebtedness to the seller of such Property incurred by the Borrower or any of its Subsidiaries upon acquisition of such Property. For purposes of compliance with this Section: (x) in the event that any Lien meets the criteria set forth in more than one of clauses (a) through (q) of this Section, Borrower, in its sole discretion, may classify or reclassify such Lien in any manner that complies with this Section and such Lien shall be treated as having been permitted pursuant to only one of the clauses of this Section; and (y) any Negative Pledge with respect to Indebtedness secured by a Lien may be divided and classified among more than one of the rights clauses of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiarythis Section.

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Consolidated Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Restatement Date and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof4.7, provided that the obligations secured or benefited thereby by such Liens are not increasedincreased and that no such Lien extends to any Property of Borrower or any Consolidated Subsidiary other than the Property subject to such Lien on the Restatement Date; (b) Liens and Negative Pledges on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary, or Contractual Obligations of any Financial Subsidiary or Foreign Subsidiary restricting the grant of any Lien on the Property of such Financial Subsidiary or Foreign Subsidiary; (c) Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries, or Contractual Obligations restricting the grant of any Lien on Property where such Property secures Indebtedness incurred for the purposes of acquiring and/or developing such Property; (d) Liens or Contractual Obligations that may exist from time to time under the Loan Documents; (ce) Liens or Contractual Obligations consisting of a Capital Lease covering personal Property entered into in the ordinary course of business; (f) Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings, judgments and orders which do not constitute an Event of Default under Section 9.1(i); (h) Liens which secure Permitted Acquisition Indebtedness which were on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in existence each case existing at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (ei) Liens securing Permitted Capital Asset Indebtedness on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and limited not created in contemplation of such event; (j) Liens on any asset, or Contractual Obligations restricting the grant of any Lien on such asset, in each case existing prior to the capital assets acquired, constructed acquisition thereof by Borrower or financed with the proceeds any of its Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets; (l) Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $10,000,000 individually, or indirectly refinanced $50,000,000 in the aggregate, and (iii) do not in the aggregate materially detract from the value of the assets covered by such IndebtednessLiens or materially impair the use thereof in the operation of Borrower’s business; (m) (i) any Contractual Obligations restricting the grant of any Lien and (ii) any Contractual Obligations contained in Section 1008 of the Senior Notes Indenture as in effect on the Restatement Date; provided that in the aggregate principal amount case of clause (i) only, as of any date of determination, such Contractual Obligations do not (x) prohibit first priority, perfected Liens on Properties of the Borrower and the Guarantor Subsidiaries in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such Indebtedness secured by date, or (y) require that holders of any indebtedness receive Liens ranking senior or pari passu to Liens granted on collateral in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date; (n) assessment district or similar Liens and incurred by in connection with municipal financings; (o) a Contractual Obligation wherein Borrower and/or or any of its Subsidiaries after agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the Closing Date shall not exceed $10,000,000 at grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the Obligations and in favor of the holders of such other Indebtedness (other than Subordinated Obligations), if any, as the Borrower designates (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any one time outstanding such Contractual Obligation); (as determined in accordance with GAAP consistently applied)p) Liens on Property of a Joint Venture permitted under Section 6.4; (q) Liens on Property of Borrower or any of its Subsidiaries that secure Non-Recourse Indebtedness, or Contractual Obligations related to such Non-Recourse Indebtedness restricting the grant of any Lien on such Property; and (fr) Liens on Property that secure any obligation of the Borrower or any of its Subsidiaries under any Profit and Participation Agreement, or any Contractual Obligations under any Profit and Participation Agreements which restrict the granting of any Lien on any Property subject to such Profit and Participation Agreements. For purposes of compliance with this Section: (x) in the event that any Lien or Contractual Obligation meets the criteria set forth in more than one of clauses (a) through (r) of this Section, Borrower, in its sole discretion, may classify or reclassify such Lien or Contractual Obligation in any manner that complies with this Section and such Lien or Contractual Obligation shall be treated as having been permitted pursuant to only one of the clauses of this Section; and (y) any Negative Pledge with respect to Indebtedness secured by a Lien may be divided and classified among more than one of the rights clauses of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiarythis Section.

Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale sale and Leaseback leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, exceptEXCEPT: (a) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increasedPermitted Encumbrances; (b) Liens and Negative Pledges under the Loan Documents; (c) Permitted EncumbrancesLiens and Negative Pledges existing on the Amendment Effective Date and disclosed in SCHEDULE 4.7 and any renewals/extensions or amendments thereof; PROVIDED that the obligations secured or benefited thereby are not increased; (d) Liens which secure Permitted Acquisition Indebtedness which securing the Term Loan that are pari-passu with the Liens under the Collateral Documents, subject to the Intercreditor Agreement, and Negative Pledges under the Term Loan Agreement; (e) Liens on Property acquired by Borrowers that were in existence at the time of the Permitted Acquisition acquisition of such Property and were not created in contemplation of such Permitted Acquisitionacquisition and Negative Pledges limited to such Property; (ef) Liens securing Permitted Capital Asset Indebtedness permitted by Section 6.7(e) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Permitted Capital Asset Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness; provided Indebtedness and Negative Pledges limited to such capital assets; (g) Liens consisting of, or on assets owned by other Persons which are leased to any Borrower under, an operating lease excluded from the definition of Indebtedness and Negative Pledges limited to such assets; (h) Liens consisting of Cash deposits to secure obligations of any Borrower under an operating lease of one or more aircraft PROVIDED that the aggregate principal amount of such Indebtedness secured by such Liens and incurred by Borrower and/or its Subsidiaries after the Closing Date shall deposits does not exceed $10,000,000 at any one time outstanding (as determined in accordance with GAAP consistently applied)2,500,000; and (fi) any Negative Pledge with respect to the rights of a Subsidiary of Borrower under a Military Utility Privatization entered into by such SubsidiaryPermitted Sale/Leaseback.

Liens and Negative Pledges. Create, incur, assume assume, or suffer to exist exist, any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any Sale and Leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Consolidated Subsidiaries agrees not to grant any Lien on any of their Properties, except: (a) Liens and Negative Pledges Contractual Obligations existing on the Closing Date date hereof and disclosed described in Schedule 4.7 and any renewals/extensions or amendments thereof4.7, provided that the obligations secured or benefited thereby by such Liens are not increasedincreased and that no such Lien extends to any Property of Borrower or any Consolidated Subsidiary other than the Property subject to such Lien on the Closing Date; (b) Liens and Negative Pledges on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary, or Contractual Obligations of any Financial Subsidiary or Foreign Subsidiary restricting the grant of any Lien on the Property of such Financial Subsidiary or Foreign Subsidiary; (c) Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries, or Contractual Obligations restricting the grant of any Lien on Property where such Property secures Indebtedness incurred for the purposes of acquiring and/or developing such Property, provided that such Indebtedness is included in “Secured Debt” for the purpose of calculating the Available Amount; (d) Liens or Contractual Obligations that may exist from time to time under the Loan Documents; (ce) Liens or Contractual Obligations consisting of a Capital Lease covering personal Property entered into in the ordinary course of business; (f) Permitted Encumbrances; (dg) attachment, judgment and other similar Liens arising in connection with court proceedings; provided that in the case of such Liens securing claims that exceed $25,000,000 in the aggregate over the amount of any insurance proceeds reasonably expected to be received, the execution or enforcement of such Liens are effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; (h) Liens which secure Permitted Acquisition Indebtedness which were on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in existence each case existing at the time of the Permitted Acquisition such Person becomes a Subsidiary and were not created in contemplation of such Permitted Acquisitionevent; (ei) Liens securing Permitted Capital Asset Indebtedness on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and limited not created in contemplation of such event; (j) Liens on any asset, or Contractual Obligations restricting the grant of any Lien on such asset, in each case existing prior to the capital assets acquired, constructed acquisition thereof by Borrower or financed with the proceeds any of its Subsidiaries and not created in contemplation of such Permitted Capital Asset Indebtedness acquisition; (k) Liens arising out of the refinancing, extension, renewal or with the proceeds refunding of any Indebtedness directly secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets; (l) Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $10,000,000 individually, or indirectly refinanced $30,000,000 in the aggregate, and (iii) do not in the aggregate materially detract from the value of the assets covered by such IndebtednessLiens or materially impair the use thereof in the operation of Borrower’s business; (m) (i) any Contractual Obligations restricting the grant of any Lien and (ii) any Contractual Obligations contained in Section 1008 of the Senior Notes Indenture as in effect on the date hereof; provided that in the aggregate principal amount case of clause (i) only, as of any date of determination, such Contractual Obligations do not (x) prohibit first priority, perfected Liens on Properties of the Borrower and the Guarantor Subsidiaries in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date, or (y) require that holders of any indebtedness receive Liens ranking senior or pari passu to Liens granted on collateral in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date; (n) assessment district or similar Liens in connection with municipal financings; (o) a Contractual Obligation wherein Borrower or any of its Subsidiaries agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the Obligations and in favor of the holders of such other Indebtedness secured by (other than Subordinated Obligations), if any, as the Borrower designates (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any such Contractual Obligation); (p) Liens and on Property of a Joint Venture permitted under Section 6.4; (q) Liens on Property of Borrower or any of its Subsidiaries that secure Non-Recourse Indebtedness to the seller of such Property incurred by the Borrower and/or or any of its Subsidiaries after upon acquisition of such Property, or Contractual Obligations related to such Non-Recourse Indebtedness to the Closing Date shall not exceed $10,000,000 at seller of such Property restricting the grant of any one time outstanding (as determined in accordance with GAAP consistently applied)Lien on such Property; and (fr) Liens on Property that secure any obligation of the Borrower or any of its Subsidiaries under any Profit and Participation Agreement, or any Contractual Obligations under any Profit and Participation Agreements which restrict the granting of any Lien on any Property subject to such Profit and Participation Agreements. For purposes of compliance with this Section: (x) in the event that any Lien or Contractual Obligation meets the criteria set forth in more than one of clauses (a) through (r) of this Section, Borrower, in its sole discretion, may classify or reclassify such Lien or Contractual Obligation in any manner that complies with this Section and such Lien or Contractual Obligation shall be treated as having been permitted pursuant to only one of the clauses of this Section; and (y) any Negative Pledge with respect to Indebtedness secured by a Lien may be divided and classified among more than one of the rights clauses of a Subsidiary of Borrower under a Military Utility Privatization entered into by such Subsidiarythis Section.