Common use of Limitation on Liens Securing Indebtedness Clause in Contracts

Limitation on Liens Securing Indebtedness. Other than as provided below under Section 4.09, neither Issuer nor any Guarantor may issue, assume or guarantee any Indebtedness secured by a Lien upon any Principal Property or on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Subsidiaries (regardless of whether the Principal Property, Indebtedness, Capital Stock or ownership interests were acquired before or after the Issue Date) without effectively providing that the Notes shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured, except that this restriction will not apply to: (a) Liens existing on the Issue Date (excluding Liens securing the Senior Credit Facilities); (b) Liens affecting property of a corporation or other entity existing at the time it becomes a Guarantor or at the time it is merged into or consolidated with an Issuer or a Guarantor (provided that such Liens are not incurred in connection with, or in contemplation of, such entity becoming a Guarantor or such merger or consolidation and do not extend to or cover property of an Issuer or any Guarantor other than property of the entity so acquired or which becomes a Guarantor); (c) Liens (including purchase money Liens) existing at the time of acquisition thereof on property acquired after the Issue Date or to secure Indebtedness incurred prior to, at the time of, or within 24 months after the acquisition for the purpose of financing all or part of the purchase price of property acquired after the Issue Date (provided that such Liens do not extend to or cover any property of an Issuer or any Guarantor other than the property so acquired); (d) Liens on any property acquired, developed, constructed or otherwise improved by Xxxx Resorts Finance or any Subsidiary (including liens on the Equity Interests of any Subsidiary of Xxxx Resorts Finance and substantially all assets of such Subsidiary, in each case to the extent such property constitutes substantially all of the business of such Subsidiary) to secure or provide for the payment of any part of the purchase price of the property or the cost of the development, construction or improvement thereof (including architectural, engineering, financing, consultant, advisor and legal fees, preopening costs and gaming licensing fees), or any Indebtedness incurred to provide funds for such purposes, or any Lien on any such property existing at the time of acquisition thereof; (e) Liens in favor of the Issuers or the Guarantors; (f) Liens on the stock, partnership or other equity interest of Xxxx Resorts Finance or any Guarantor in any Joint Venture or any Subsidiary that owns an equity interest in such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is contributed and/or advanced solely to such Joint Venture; (g) Liens to government entities, including pollution control or industrial revenue bond financing; (h) Liens required by any contract or statute in order to permit Xxxx Resorts Finance or a Subsidiary of Xxxx Resorts Finance to perform any contract or subcontract made by it with or at the request of a governmental entity; (i) Liens imposed by Gaming Laws or Gaming Authorities, and Liens on deposits made to secure Gaming License applications or to secure the performance of surety or other bonds issued in connection therewith; provided, however, that to the extent such Liens are not imposed by law, such Liens shall in no event encumber any property other than cash and cash equivalents; (j) mechanic’s, materialman’s, carrier’s or other like Liens, arising in the ordinary course of business; (k) licenses and sublicenses of software and other technology licenses entered into in the ordinary course of business; (l) Liens for taxes, assessments or governmental charges, levies or claims that are not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; (m) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases entered into in the ordinary course of business; (n) survey exceptions, easements, encroachments, subdivisions or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not individually or in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; and (o) any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by any of the foregoing clauses (a) through (f) and (n).

Limitation on Liens Securing Indebtedness. (1) Other than as provided below under Section 4.09, neither Issuer nor any Guarantor may issue, assume or guarantee any Indebtedness secured by a Lien upon any Principal Property or on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Subsidiaries (regardless of whether the Principal Property, Indebtedness, Capital Stock or ownership interests were acquired before or after the Issue Datedate of the Indenture) without effectively providing that the Notes shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured, except that this restriction will not apply to: (a) Liens existing on the Issue Date (excluding Liens securing date of the Senior Credit Facilities)Indenture; (b) Liens affecting property of a corporation or other entity existing at the time it becomes a Guarantor or at the time it is merged into or consolidated with an Issuer or a Guarantor (provided that such Liens are not incurred in connection with, or in contemplation of, such entity becoming a Guarantor or such merger or consolidation and do not extend to or cover property of an Issuer or any Guarantor other than property of the entity so acquired or which becomes a Guarantor); (c) Liens (including purchase money Liens) existing at the time of acquisition thereof on property acquired after the Issue Date date hereof or to secure Indebtedness incurred Incurred prior to, at the time of, or within 24 months after the acquisition for the purpose of financing all or part of the purchase price of property acquired after the Issue Date date hereof (provided that such Liens do not extend to or cover any property of an Issuer or any Guarantor other than the property so acquired); (d) Liens on any property acquired, developed, constructed or otherwise improved by Xxxx Resorts Finance Las Vegas or any Subsidiary (including liens on the Equity Interests of any Subsidiary of Xxxx Resorts Finance Las Vegas and substantially all assets of such Subsidiary, in each case to the extent such property constitutes substantially all of the business of such Subsidiary) to secure or provide for the payment of any part of the purchase price of the property or the cost of the development, construction or improvement thereof (including architectural, engineering, financing, consultant, advisor and legal fees, preopening costs and gaming licensing fees), or any Indebtedness incurred to provide funds for such purposes, or any Lien on any such property existing at the time of acquisition thereof; (e) Liens in favor which secure Indebtedness of the Issuers a Subsidiary of Xxxx Las Vegas to Xxxx Las Vegas or the Guarantorsto a Guarantor or which secure Indebtedness of Xxxx Las Vegas to a Guarantor; (f) Liens on the stock, partnership or other equity interest of Xxxx Resorts Finance Las Vegas or any Guarantor in any Joint Venture or any Subsidiary that owns an equity interest in such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is contributed and/or advanced solely to such Joint Venture; (g) Liens to government entities, including pollution control or industrial revenue bond financing; (h) Liens required by any contract or statute in order to permit Xxxx Resorts Finance Las Vegas or a Subsidiary of Xxxx Resorts Finance Las Vegas to perform any contract or subcontract made by it with or at the request of a governmental entity; (i) Liens imposed by Gaming Laws or Gaming Authorities, and Liens on deposits made to secure Gaming License applications or to secure the performance of surety or other bonds issued in connection therewith; provided, however, that to the extent such Liens are not imposed by law, such Liens shall in no event encumber any property other than cash and cash equivalents; (j) mechanic’s, materialman’s, carrierxxxxxxx’s or other like LiensXxxxx, arising in the ordinary course of business; (j) Liens for taxes or assessments and similar charges; (k) licenses zoning restrictions, easements, licenses, covenants, reservations, restrictions on the use of real property and sublicenses certain other minor irregularities of software and other technology licenses entered into in the ordinary course of businesstitle; (l) Liens for taxeson the Aircraft Assets to secure Indebtedness of World Travel, assessments or governmental charges, levies or claims that are not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; (m) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases entered into in the ordinary course of business; (n) survey exceptions, easements, encroachments, subdivisions or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not individually or in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such PersonLLC; and (om) any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by any of the foregoing clauses (a) through (f) and (nl). (2) Notwithstanding Section 4.07(1), (a) if any of the Existing Notes are hereafter secured by any Liens on any of the assets of an Issuer or any Guarantor (the “Initial Liens”), then the Issuers and each Guarantor shall, substantially concurrently with the granting of any such Liens, subject to all necessary gaming regulatory approvals, grant perfected Liens in the same collateral to secure the Notes, equally, ratably and on a pari passu basis (the “Pari Passu Liens”). The Pari Passu Liens granted pursuant to this provision shall be (i) granted concurrently with the granting of any such Initial Liens, and (ii) granted pursuant to instruments, documents and agreements which are no less favorable to the trustee and the holders of the Notes than those granted to secure the Existing Notes. In connection with the granting of any such Pari Passu Liens, the Issuers and each Guarantor shall provide to the trustee (y) policies of title insurance on customary terms and conditions, to the extent that policies of title insurance on the corresponding property are provided to the holders of the Existing Notes or their trustee (and in an insured amount that bears the same proportion to the principal amount of the outstanding Notes as the insured amount in the policies provided to the holders of the Existing Notes bears to the aggregate outstanding amount thereof), and (z) legal opinions and other assurances as the trustee may reasonably request; and (b) if the Issuers and the Guarantors become entitled to the release of all of such Initial Liens securing the Existing Notes and Note Guarantees related thereto, and provided that no Default or Event of Default has then occurred and remains continuing, the Issuers and the Guarantors may in their sole discretion request that the Collateral Agent release any such Initial Liens and Pari Passu Liens securing the Notes, and in such circumstances the collateral agent shall so release such Initial Liens and Pari Passu Liens.

Limitation on Liens Securing Indebtedness. (1) Other than as provided below under Section 4.09, neither Issuer nor any Guarantor may issue, assume or guarantee any Indebtedness secured by a Lien upon any Principal Property or on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Subsidiaries (regardless of whether the Principal Property, Indebtedness, Capital Stock or ownership interests were acquired before or after the Issue Datedate of the Indenture) without effectively providing that the Notes shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured, except that this restriction will not apply to: (a) Liens existing on the Issue Date (excluding Liens securing date of the Senior Credit Facilities)Indenture; (b) Liens affecting property of a corporation or other entity existing at the time it becomes a Guarantor or at the time it is merged into or consolidated with an Issuer or a Guarantor (provided that such Liens are not incurred in connection with, or in contemplation of, such entity becoming a Guarantor or such merger or consolidation and do not extend to or cover property of an Issuer or any Guarantor other than property of the entity so acquired or which becomes a Guarantor); (c) Liens (including purchase money Liens) existing at the time of acquisition thereof on property acquired after the Issue Date date hereof or to secure Indebtedness incurred prior to, at the time of, or within 24 months after the acquisition for the purpose of financing all or part of the purchase price of property acquired after the Issue Date date hereof (provided that such Liens do not extend to or cover any property of an Issuer or any Guarantor other than the property so acquired); (d) Liens on any property acquired, developed, constructed or otherwise improved by Xxxx Resorts Finance Las Vegas or any Subsidiary (including liens on the Equity Interests of any Subsidiary of Xxxx Resorts Finance Las Vegas and substantially all assets of such Subsidiary, in each case to the extent such property constitutes substantially all of the business of such Subsidiary) to secure or provide for the payment of any part of the purchase price of the property or the cost of the development, construction or improvement thereof (including architectural, engineering, financing, consultant, advisor and legal fees, preopening costs and gaming licensing fees), or any Indebtedness incurred to provide funds for such purposes, or any Lien on any such property existing at the time of acquisition thereof; (e) Liens in favor which secure Indebtedness of the Issuers a Subsidiary of Xxxx Las Vegas to Xxxx Las Vegas or the Guarantorsto a Guarantor or which secure Indebtedness of Xxxx Las Vegas to a Guarantor; (f) Liens on the stock, partnership or other equity interest of Xxxx Resorts Finance Las Vegas or any Guarantor in any Joint Venture or any Subsidiary that owns an equity interest in such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is contributed and/or advanced solely to such Joint Venture; (g) Liens to government entities, including pollution control or industrial revenue bond financing; (h) Liens required by any contract or statute in order to permit Xxxx Resorts Finance Las Vegas or a Subsidiary of Xxxx Resorts Finance Las Vegas to perform any contract or subcontract made by it with or at the request of a governmental entity; (i) Liens imposed by Gaming Laws or Gaming Authorities, and Liens on deposits made to secure Gaming License applications or to secure the performance of surety or other bonds issued in connection therewith; provided, however, that to the extent such Liens are not imposed by law, such Liens shall in no event encumber any property other than cash and cash equivalents; (j) mechanic’s, materialman’s, carrier’s or other like Liens, arising in the ordinary course of business; (kj) licenses Liens for taxes or assessments and sublicenses of software and other technology licenses entered into in the ordinary course of businesssimilar charges; (lk) Liens for taxes, assessments or governmental charges, levies or claims that are not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; (m) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases entered into in the ordinary course of business; (n) survey exceptionszoning restrictions, easements, encroachments, subdivisions or reservations of, or rights of others for, licenses, rights-of-waycovenants, sewersreservations, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to on the use of real property that were not incurred in connection with Indebtedness and that do not individually or in the aggregate materially adversely affect the value certain other minor irregularities of said properties or materially impair their use in the operation of the business of such Persontitle; and (ol) any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by any of the foregoing clauses (a) through (f) and (nk). (2) Notwithstanding Section 4.07(1), (a) if any of the Existing Notes are hereafter secured by any Liens on any of the assets of an Issuer or any Guarantor (the “Initial Liens”), then the Issuers and each Guarantor shall, substantially concurrently with the granting of any such Liens, subject to all necessary gaming regulatory approvals, grant perfected Liens in the same collateral to secure the Notes, equally, ratably and on a pari passu basis (the “Pari Passu Liens”). The Pari Passu Liens granted pursuant to this provision shall be (i) granted concurrently with the granting of any such Initial Liens, and (ii) granted pursuant to instruments, documents and agreements which are no less favorable to the trustee and the holders of the Notes than those granted to secure the Existing Notes. In connection with the granting of any such Pari Passu Liens, the Issuers and each Guarantor shall provide to the trustee (y) policies of title insurance on customary terms and conditions, to the extent that policies of title insurance on the corresponding property are provided to the holders of the Existing Notes or their trustee (and in an insured amount that bears the same proportion to the principal amount of the outstanding Notes as the insured amount in the policies provided to the holders of the Existing Notes bears to the aggregate outstanding amount thereof), and (z) legal opinions and other assurances as the trustee may reasonably request; and (b) if the Issuers and the Guarantors become entitled to the release of all of such Initial Liens securing the Existing Notes and Note Guarantees related thereto, and provided that no Default or Event of Default has then occurred and remains continuing, the Issuers and the Guarantors may in their sole discretion request that the Collateral Agent release any such Initial Liens and Pari Passu Liens securing the Notes, and in such circumstances the collateral agent shall so release such Initial Liens and Pari Passu Liens.

Limitation on Liens Securing Indebtedness. Other than as provided below under Section 4.09, neither Issuer nor any Guarantor may issue, assume or guarantee any Indebtedness secured by a Lien upon any Principal Property or on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Subsidiaries (regardless of whether the Principal Property, Indebtedness, Capital Stock or ownership interests were acquired before or after the Issue Date) without effectively providing that the Notes shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured, except that this restriction will not apply to: (a) Liens existing on the Issue Date (excluding Liens securing the Senior Credit Facilities); (b) Liens affecting property of a corporation or other entity existing at the time it becomes a Guarantor or at the time it is merged into or consolidated with an Issuer or a Guarantor (provided that such Liens are not incurred in connection with, or in contemplation of, such entity becoming a Guarantor or such merger or consolidation and do not extend to or cover property of an Issuer or any Guarantor other than property of the entity so acquired or which becomes a Guarantor); (c) Liens (including purchase money Liens) existing at the time of acquisition thereof on property acquired after the Issue Date or to secure Indebtedness incurred prior to, at the time of, or within 24 months after the acquisition for the purpose of financing all or part of the purchase price of property acquired after the Issue Date (provided that such Liens do not extend to or cover any property of an Issuer or any Guarantor other than the property so acquired); (d) Liens on any property acquired, developed, constructed or otherwise improved by Xxxx Wynn Resorts Finance or any Subsidiary (including liens on the Equity Interests of any Subsidiary of Xxxx Wynn Resorts Finance and substantially all assets of such Subsidiary, in each case to the extent such property constitutes substantially all of the business of such Subsidiary) to secure or provide for the payment of any part of the purchase price of the property or the cost of the development, construction or improvement thereof (including architectural, engineering, financing, consultant, advisor and legal fees, preopening costs and gaming licensing fees), or any Indebtedness incurred to provide funds for such purposes, or any Lien on any such property existing at the time of acquisition thereof; (e) Liens in favor of the Issuers or the Guarantors; (f) Liens on the stock, partnership or other equity interest of Xxxx Wynn Resorts Finance or any Guarantor in any Joint Venture or any Subsidiary that owns an equity interest in such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is contributed and/or advanced solely to such Joint Venture; (g) Liens to government entities, including pollution control or industrial revenue bond financing; (h) Liens required by any contract or statute in order to permit Xxxx Wynn Resorts Finance or a Subsidiary of Xxxx Wynn Resorts Finance to perform any contract or subcontract made by it with or at the request of a governmental entity; (i) Liens imposed by Gaming Laws or Gaming Authorities, and Liens on deposits made to secure Gaming License applications or to secure the performance of surety or other bonds issued in connection therewith; provided, however, that to the extent such Liens are not imposed by law, such Liens shall in no event encumber any property other than cash and cash equivalents; (j) mechanic’s, materialmanxxxxxxxxxxx’s, carrierxxxxxxx’s or other like LiensXxxxx, arising in the ordinary course of business; (k) licenses and sublicenses of software and other technology licenses entered into in the ordinary course of business; (l) Liens for taxes, assessments or governmental charges, levies or claims that are not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; (m) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases entered into in the ordinary course of business; (n) survey exceptions, easements, encroachments, subdivisions or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not individually or in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; and (o) any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by any of the foregoing clauses (a) through (f) and (n).

Limitation on Liens Securing Indebtedness. Other than as provided below under Section 4.09The Company shall not, neither Issuer nor and shall not permit any Guarantor may issueConsolidated Subsidiary to, assume create or guarantee incur, or suffer to be incurred or to exist, at any Indebtedness secured by a time, any Lien on its or their Property, whether now owned or hereafter acquired, or upon any Principal Property income or profits therefrom, to secure the payment of any indebtedness for money borrowed of the Company or of any Consolidated Subsidiary or of any other Person, unless all obligations of the Company on any evidences or in respect of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Subsidiaries (regardless of whether the Principal Property, Indebtedness, Capital Stock or ownership interests were acquired before or after the Issue Date) without effectively providing that the Notes shall be secured are equally and ratably with (or prior to) and validly secured by such Indebtedness so long as such Indebtedness shall be so securedLien by proceedings and documents reasonably satisfactory to the Trustee, except that the provisions of this restriction will Section 501 shall not apply toprohibit the following: (a) Liens existing on as of the Issue Date (excluding Liens securing indebtedness for money borrowed of the Senior Credit Facilities)Company and the Consolidated Subsidiaries outstanding on such date; (b) Liens affecting property (i) incurred after the Issue Date given (on or within 120 days of a corporation the date of acquisition, construction or other entity existing at improvement) to secure the time it becomes a Guarantor payment of the purchase price or at construction costs incurred by the time it is merged into or consolidated with an Issuer Company or a Guarantor (provided that such Liens are not incurred Consolidated Subsidiary in connection withwith the acquisition, construction or improvement of real and personal Property useful and intended to be used in carrying on the business of the Company or such Consolidated Subsidiary, or (ii) on fixed assets useful and intended to be used in contemplation of, such entity becoming a Guarantor or such merger or consolidation and do not extend to or cover property of an Issuer or any Guarantor other than property carrying on the business of the entity so acquired Company or which becomes a Guarantor); (c) Liens (including purchase money Liens) Consolidated Subsidiary existing at the time of acquisition or construction thereof on property acquired after by the Issue Date Company or to secure Indebtedness incurred prior to, such Consolidated Subsidiary or at the time ofof acquisition by the Company or a Consolidated Subsidiary of any business entity then owning such fixed assets, whether or within 24 months after not such existing Liens were given to secure the acquisition for the purpose of financing all or part payment of the purchase price or construction costs of property acquired after the Issue Date fixed assets to which they attach, so long as Liens permitted by this subclause (ii) were not incurred, extended or renewed in 9 11 contemplation of such acquisition or construction, provided that any such Liens do permitted by this clause (b) shall attach solely to the Property acquired, constructed, improved or purchased. (c) Liens for taxes, assessments or other governmental levies or charges not extend yet due or which are subject to or cover any property of an Issuer or any Guarantor other than the property so acquired)a Good Faith Contest; (d) Liens on any property acquired, developed, constructed or otherwise improved by Xxxx Resorts Finance or any Subsidiary (including liens on the Equity Interests of any Subsidiary of Xxxx Resorts Finance and substantially all assets of such Subsidiary, in each case incidental to the extent such property constitutes substantially all conduct of the business Company's and the Subsidiaries' businesses or their ownership of such Subsidiary) to secure Property and other assets not securing any indebtedness for money borrowed and not otherwise incurred in connection with the borrowing of money or provide for obtaining of credit, and which do not in the payment of any part aggregate materially diminish the value of the purchase price of the property Company's or the cost of the development, construction Subsidiaries' Property or improvement thereof (including architectural, engineering, financing, consultant, advisor and legal fees, preopening costs and gaming licensing fees)assets when taken as a whole, or any Indebtedness incurred to provide funds for such purposes, or any Lien on any such property existing at materially impair the time use thereof in the operation of acquisition thereoftheir businesses; (e) Liens in favor respect of the Issuers any interest or the Guarantorstitle of a lessor in any Property subject to a Capitalized Lease permitted under Section 502 hereof; (f) Liens on arising in respect of judgments against the stockCompany, partnership except for any judgment in an amount in excess of $1,000,000 which is not discharged or other equity interest of Xxxx Resorts Finance or any Guarantor in any Joint Venture or any Subsidiary that owns an equity interest in such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is contributed and/or advanced solely to such Joint Ventureexecution thereof stayed pending appeal within 45 days after entry thereof; (g) Liens to government entities, including pollution control in favor of the Company or industrial revenue bond financingany Consolidated Subsidiary of the Company; (h) Liens required by any contract consisting of minor survey exceptions or statute in order to permit Xxxx Resorts Finance minor encumbrances, easements or a Subsidiary of Xxxx Resorts Finance to perform any contract or subcontract made by it with or at the request of a governmental entity; (i) Liens imposed by Gaming Laws or Gaming Authorities, and Liens on deposits made to secure Gaming License applications or to secure the performance of surety or other bonds issued in connection therewith; provided, however, that to the extent such Liens are not imposed by law, such Liens shall in no event encumber any property other than cash and cash equivalents; (j) mechanic’s, materialman’s, carrier’s or other like Liens, arising in the ordinary course of business; (k) licenses and sublicenses of software and other technology licenses entered into in the ordinary course of business; (l) Liens for taxes, assessments or governmental charges, levies or claims that are not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; (m) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases entered into in the ordinary course of business; (n) survey exceptions, easements, encroachments, subdivisions or reservations ofreservations, or rights of others for, licenses, for rights-of-way, sewers, electric lines, telegraph and telephone lines utilities and other similar purposes, or zoning or other restrictions as to the use of real property Property, that were not incurred are necessary for the conduct of the operations of the Company and its Subsidiaries or that customarily exist on properties of corporations engaged in connection with Indebtedness similar businesses and are similarly situated and that do not individually or in the aggregate materially adversely affect the value of said properties or any event materially impair their use in the operation operations of the business of such PersonCompany and its Subsidiaries; and (oi) Liens renewing, extending or refunding any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by the preceding clauses of this Section 501; provided, however, that the principal amount of indebtedness for money borrowed secured by such Lien immediately prior thereto is not increased and such Lien is not extended to any other assets or Property. Notwithstanding the foregoing, the Company or any Consolidated Subsidiary may create or assume Liens, in addition to those otherwise permitted by the preceding clauses of this Section 501, securing indebtedness for money borrowed of the foregoing clauses Company or any Consolidated Subsidiary issued or incurred after the Issue Date, provided that at the time of such issuance or incurrence, the aggregate amount of all Secured Indebtedness and Attributable Debt would not exceed 15% of Consolidated Net Tangible Assets. In the event that any Property of the Company or any Consolidated Subsidiary is subjected to a Lien not otherwise permitted by this Section 501, the Company shall make or cause to be made a provision whereby the Notes shall be secured (a) through (f) and (n).together with other indebtedness for

Limitation on Liens Securing Indebtedness. Other than as provided below under Section 4.09The Company will not, neither Issuer nor and will not cause or permit any Guarantor may issueof its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or guarantee permit or suffer to exist any Liens of any kind securing any Indebtedness against or upon any property or assets of the Company or any of its Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom to secure any Indebtedness unless: (1) in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Notes or any Guarantee, the Notes and such Guarantee, as the case may be, are secured by a Lien upon any Principal Property on such property, assets or proceeds that is senior in priority to such Liens, and (2) in all other cases, the Notes and the Guarantees are equally and ratably secured, except for (A) Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Subsidiaries (regardless of whether the Principal Property, Indebtedness, Capital Stock or ownership interests were acquired before or after the Issue Date) without effectively providing that the Notes shall be secured equally and ratably with ; (or prior to) such Indebtedness so long as such Indebtedness shall be so secured, except that this restriction will not apply to: (aB) Liens existing on securing Indebtedness incurred under the Issue Date Credit Agreement; (excluding C) Liens securing Senior Debt and Liens securing Guarantor Senior Debt; (D) Liens securing the Senior Credit Facilities); Notes and the Guarantees; (bE) Liens affecting property of a corporation or other entity existing at the time it becomes a Guarantor or at the time it is merged into or consolidated with an Issuer Company or a Guarantor Restricted Subsidiary of the Company on assets of any Subsidiary of the Company; (provided F) Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness which has been secured by a Lien permitted under this Indenture and which has been incurred in accordance with the provisions of this Indenture; provided, however, that such Liens (i) are no less favorable to the Holders and are not incurred more favorable to the lienholders with respect to such Liens than the Liens in connection with, or in contemplation of, such entity becoming a Guarantor or such merger or consolidation and do not extend to or cover property of an Issuer or any Guarantor other than property respect of the entity so acquired or which becomes a Guarantor); Indebtedness being Refinanced and (cii) Liens (including purchase money Liens) existing at the time of acquisition thereof on property acquired after the Issue Date or to secure Indebtedness incurred prior to, at the time of, or within 24 months after the acquisition for the purpose of financing all or part of the purchase price of property acquired after the Issue Date (provided that such Liens do not extend to or cover any property or assets of an Issuer the Company or any Guarantor other than of its Restricted Subsidiaries not securing the property Indebtedness so acquired); (d) Liens on any property acquired, developed, constructed or otherwise improved by Xxxx Resorts Finance or any Subsidiary (including liens on the Equity Interests of any Subsidiary of Xxxx Resorts Finance and substantially all assets of such Subsidiary, in each case to the extent such property constitutes substantially all of the business of such Subsidiary) to secure or provide for the payment of any part of the purchase price of the property or the cost of the development, construction or improvement thereof (including architectural, engineering, financing, consultant, advisor and legal fees, preopening costs and gaming licensing fees), or any Indebtedness incurred to provide funds for such purposes, or any Lien on any such property existing at the time of acquisition thereof; (e) Liens in favor of the Issuers or the Guarantors; (f) Liens on the stock, partnership or other equity interest of Xxxx Resorts Finance or any Guarantor in any Joint Venture or any Subsidiary that owns an equity interest in such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is contributed and/or advanced solely to such Joint Venture; (g) Liens to government entities, including pollution control or industrial revenue bond financing; (h) Liens required by any contract or statute in order to permit Xxxx Resorts Finance or a Subsidiary of Xxxx Resorts Finance to perform any contract or subcontract made by it with or at the request of a governmental entity; (i) Liens imposed by Gaming Laws or Gaming Authorities, and Liens on deposits made to secure Gaming License applications or to secure the performance of surety or other bonds issued in connection therewithRefinanced; provided, however, that to the extent such Liens are not imposed by law, such Liens shall in no event encumber any property other than cash and cash equivalents; (j) mechanic’s, materialman’s, carrier’s or other like Liens, arising in the ordinary course of business; (k) licenses and sublicenses of software and other technology licenses entered into in the ordinary course of business; (l) Liens for taxes, assessments or governmental charges, levies or claims that are not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; (m) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases entered into in the ordinary course of business; (n) survey exceptions, easements, encroachments, subdivisions or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not individually or in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; and (o) any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by any of the foregoing clauses (a) through (f) and (n)G) Permitted Liens.

Limitation on Liens Securing Indebtedness. Other than as provided below under Section 4.09The Company shall not, neither Issuer nor and shall not permit any Guarantor may issueConsolidated Subsidiary to, assume create or guarantee incur, or suffer to be incurred or to exist, at any Indebtedness secured by a time, any Lien on its or their Property, whether now owned or hereafter acquired, or upon any Principal Property income or profits therefrom, to secure the payment of any indebtedness for money borrowed of the Company or of any Consolidated Subsidiary or of any other Person, unless all obligations of the Company on any evidences or in respect of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Subsidiaries (regardless of whether the Principal Property, Indebtedness, Capital Stock or ownership interests were acquired before or after the Issue Date) without effectively providing that the Notes shall be secured are equally and ratably with (or prior to) and validly secured by such Indebtedness so long as such Indebtedness shall be so securedLien by proceedings and documents reasonably satisfactory to the Trustee, except that the provisions of this restriction will Section 601 shall not apply toprohibit the following: (a) Liens existing on as of the Issue Date (excluding Liens securing indebtedness for money borrowed of the Senior Credit Facilities)Company and its Consolidated Subsidiaries outstanding on such date; (b) Liens affecting property (i) incurred after the Issue Date given (on or within 120 days of a corporation the date of acquisition, construction or other entity existing at improvement) to secure the time it becomes a Guarantor payment of the purchase price or at construction costs incurred by the time it is merged into or consolidated with an Issuer Company or a Guarantor (provided that such Liens are not incurred Consolidated Subsidiary in connection withwith the acquisition, construction or improvement of real and personal Property useful and intended to be used in carrying on the business of the Company or such Consolidated Subsidiary, or (ii) on fixed assets useful and intended to be used in contemplation of, such entity becoming a Guarantor or such merger or consolidation and do not extend to or cover property of an Issuer or any Guarantor other than property carrying on the business of the entity so acquired Company or which becomes a Guarantor); (c) Liens (including purchase money Liens) Consolidated Subsidiary existing at the time of acquisition or construction thereof on property acquired after by the Issue Date Company or to secure Indebtedness incurred prior to, such Consolidated Subsidiary or at the time ofof 18 21 acquisition by the Company or a Consolidated Subsidiary of any business entity then owning such fixed assets, whether or within 24 months after not such existing Liens were given to secure the acquisition for the purpose of financing all or part payment of the purchase price or construction costs of property acquired after the Issue Date fixed assets to which they attach, so long as Liens permitted by this subclause (ii) were not incurred, extended or renewed in contemplation of such acquisition or construction, provided that any such Liens do permitted by this clause (b) shall attach solely to the Property acquired, constructed, improved or purchased. (c) Liens for taxes, assessments or other governmental levies or charges not extend yet due or which are subject to or cover any property of an Issuer or any Guarantor other than the property so acquired)a Good Faith Contest; (d) Liens on any property acquired, developed, constructed or otherwise improved by Xxxx Resorts Finance or any Subsidiary (including liens on the Equity Interests of any Subsidiary of Xxxx Resorts Finance and substantially all assets of such Subsidiary, in each case incidental to the extent such property constitutes substantially all conduct of the business Company's and its Subsidiaries' businesses or their ownership of such Subsidiary) to secure Property and other assets not securing any indebtedness for money borrowed and not otherwise incurred in connection with the borrowing of money or provide for obtaining of credit, and which do not in the payment of any part aggregate materially diminish the value of the purchase price of the property Company's or the cost of the development, construction Subsidiaries' Property or improvement thereof (including architectural, engineering, financing, consultant, advisor and legal fees, preopening costs and gaming licensing fees)assets when taken as a whole, or any Indebtedness incurred to provide funds for such purposes, or any Lien on any such property existing at materially impair the time use thereof in the operation of acquisition thereoftheir businesses; (e) Liens in favor respect of the Issuers any interest or the Guarantorstitle of a lessor in any Property subject to a Capitalized Lease permitted under Section 602 hereof; (f) Liens on arising in respect of judgments against the stockCompany, partnership except for any judgment in an amount in excess of $1,000,000 which is not discharged or other equity interest of Xxxx Resorts Finance or any Guarantor in any Joint Venture or any Subsidiary that owns an equity interest in such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is contributed and/or advanced solely to such Joint Ventureexecution thereof stayed pending appeal within 45 days after entry thereof; (g) Liens to government entities, including pollution control in favor of the Company or industrial revenue bond financingany Consolidated Subsidiary of the Company; (h) Liens required by any contract consisting of minor survey exceptions or statute in order to permit Xxxx Resorts Finance minor encumbrances, easements or a Subsidiary of Xxxx Resorts Finance to perform any contract or subcontract made by it with or at the request of a governmental entity; (i) Liens imposed by Gaming Laws or Gaming Authorities, and Liens on deposits made to secure Gaming License applications or to secure the performance of surety or other bonds issued in connection therewith; provided, however, that to the extent such Liens are not imposed by law, such Liens shall in no event encumber any property other than cash and cash equivalents; (j) mechanic’s, materialman’s, carrier’s or other like Liens, arising in the ordinary course of business; (k) licenses and sublicenses of software and other technology licenses entered into in the ordinary course of business; (l) Liens for taxes, assessments or governmental charges, levies or claims that are not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; (m) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases entered into in the ordinary course of business; (n) survey exceptions, easements, encroachments, subdivisions or reservations ofreservations, or rights of others for, licenses, for rights-of-way, sewers, electric lines, telegraph and telephone lines utilities and other similar purposes, or zoning or other restrictions as to the use of real property Property, that were not incurred are necessary for the conduct of the operations of the Company and its Subsidiaries or that customarily exist on properties of corporations engaged in connection with Indebtedness similar businesses and are similarly situated and that do not individually or in the aggregate materially adversely affect the value of said properties or any event materially impair their use in the operation operations of the business of such PersonCompany and its Subsidiaries; and (oi) Liens renewing, extending or refunding any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by the preceding clauses of this Section 601; provided, however, that the principal amount of indebtedness for money borrowed secured by such Lien immediately prior thereto is not increased and such Lien is not extended to any other assets or Property. Notwithstanding the foregoing, the Company or any Consolidated Subsidiary may create or assume Liens, in addition to those otherwise permitted by the preceding clauses of this Section 601, securing indebtedness for money borrowed of the foregoing clauses (a) through (f) and (n).Company or any Consolidated Subsidiary issued or incurred after the Issue Date, provided that at the time of such issuance or

Limitation on Liens Securing Indebtedness. Other than as provided below under Section 4.09, neither Issuer nor any Guarantor may issue, assume or guarantee any Indebtedness secured by a Lien upon any Principal Property or on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Subsidiaries (regardless of whether the Principal Property, Indebtedness, Capital Stock or ownership interests were acquired before or after the Issue Date) without effectively providing that the Notes shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured, except that this restriction will not apply to: (a) Liens existing on the Issue Date (excluding Liens securing the Senior Credit Facilities); (b) Liens affecting property of a corporation or other entity existing at the time it becomes a Guarantor or at the time it is merged into or consolidated with an Issuer or a Guarantor (provided that such Liens are not incurred in connection with, or in contemplation of, such entity becoming a Guarantor or such merger or consolidation and do not extend to or cover property of an Issuer or any Guarantor other than property of the entity so acquired or which becomes a Guarantor); (c) Liens (including purchase money Liens) existing at the time of acquisition thereof on property acquired after the Issue Date or to secure Indebtedness incurred prior to, at the time of, or within 24 months after the acquisition for the purpose of financing all or part of the purchase price of property acquired after the Issue Date (provided that such Liens do not extend to or cover any property of an Issuer or any Guarantor other than the property so acquired); (d) Liens on any property acquired, developed, constructed or otherwise improved by Xxxx Resorts Finance or any Subsidiary (including liens on the Equity Interests of any Subsidiary of Xxxx Resorts Finance and substantially all assets of such Subsidiary, in each case to the extent such property constitutes substantially all of the business of such Subsidiary) to secure or provide for the payment of any part of the purchase price of the property or the cost of the development, construction or improvement thereof (including architectural, engineering, financing, consultant, advisor and legal fees, preopening costs and gaming licensing fees), or any Indebtedness incurred to provide funds for such purposes, or any Lien on any such property existing at the time of acquisition thereof; (e) Liens in favor of the Issuers or the Guarantors; (f) Liens on the stock, partnership or other equity interest of Xxxx Resorts Finance or any Guarantor in any Joint Venture or any Subsidiary that owns an equity interest in such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is contributed and/or advanced solely to such Joint Venture; (g) Liens to government entities, including pollution control or industrial revenue bond financing; (h) Liens required by any contract or statute in order to permit Xxxx Resorts Finance or a Subsidiary of Xxxx Resorts Finance to perform any contract or subcontract made by it with or at the request of a governmental entity; (i) Liens imposed by Gaming Laws or Gaming Authorities, and Liens on deposits made to secure Gaming License applications or to secure the performance of surety or other bonds issued in connection therewith; provided, however, that to the extent such Liens are not imposed by law, such Liens shall in no event encumber any property other than cash and cash equivalents; (j) mechanic’s, materialmanxxxxxxxxxxx’s, carrierxxxxxxx’s or other like LiensXxxxx, arising in the ordinary course of business; (k) licenses and sublicenses of software and other technology licenses entered into in the ordinary course of business; (l) Liens for taxes, assessments or governmental charges, levies or claims that are not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; (m) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases entered into in the ordinary course of business; (n) survey exceptions, easements, encroachments, subdivisions or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not individually or in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; and (o) any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by any of the foregoing clauses (a) through (f) and (n).

Limitation on Liens Securing Indebtedness. (1) Other than as provided below under Section 4.09, neither Issuer nor any Guarantor may issue, assume or guarantee any Indebtedness secured by a Lien upon any Principal Property or on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Subsidiaries (regardless of whether the Principal Property, Indebtedness, Capital Stock or ownership interests were acquired before or after the Issue Datedate of the Indenture) without effectively providing that the Notes shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured, except that this restriction will not apply to: (a) Liens existing on the Issue Date (excluding Liens securing date of the Senior Credit Facilities)Indenture; (b) Liens affecting property of a corporation or other entity existing at the time it becomes a Guarantor or at the time it is merged into or consolidated with an Issuer or a Guarantor (provided that such Liens are not incurred in connection with, or in contemplation of, such entity becoming a Guarantor or such merger or consolidation and do not extend to or cover property of an Issuer or any Guarantor other than property of the entity so acquired or which becomes a Guarantor); (c) Liens (including purchase money Liens) existing at the time of acquisition thereof on property acquired after the Issue Date date hereof or to secure Indebtedness incurred Incurred prior to, at the time of, or within 24 months after the acquisition for the purpose of financing all or part of the purchase price of property acquired after the Issue Date date hereof (provided that such Liens do not extend to or cover any property of an Issuer or any Guarantor other than the property so acquired); (d) Liens on any property acquired, developed, constructed or otherwise improved by Xxxx Resorts Finance Las Vegas or any Subsidiary (including liens on the Equity Interests of any Subsidiary of Xxxx Resorts Finance Las Vegas and substantially all assets of such Subsidiary, in each case to the extent such property constitutes substantially all of the business of such Subsidiary) to secure or provide for the payment of any part of the purchase price of the property or the cost of the development, construction or improvement thereof (including architectural, engineering, financing, consultant, advisor and legal fees, preopening costs and gaming licensing fees), or any Indebtedness incurred to provide funds for such purposes, or any Lien on any such property existing at the time of acquisition thereof; (e) Liens in favor which secure Indebtedness of the Issuers a Subsidiary of Xxxx Las Vegas to Xxxx Las Vegas or the Guarantorsto a Guarantor or which secure Indebtedness of Xxxx Las Vegas to a Guarantor; (f) Liens on the stock, partnership or other equity interest of Xxxx Resorts Finance Las Vegas or any Guarantor in any Joint Venture or any Subsidiary that owns an equity interest in such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is contributed and/or advanced solely to such Joint Venture; (g) Liens to government entities, including pollution control or industrial revenue bond financing; (h) Liens required by any contract or statute in order to permit Xxxx Resorts Finance Las Vegas or a Subsidiary of Xxxx Resorts Finance Las Vegas to perform any contract or subcontract made by it with or at the request of a governmental entity; (i) Liens imposed by Gaming Laws or Gaming Authorities, and Liens on deposits made to secure Gaming License applications or to secure the performance of surety or other bonds issued in connection therewith; provided, however, that to the extent such Liens are not imposed by law, such Liens shall in no event encumber any property other than cash and cash equivalents; (j) mechanic’s, materialman’s, carrier’s or other like Liens, arising in the ordinary course of business; (j) Liens for taxes or assessments and similar charges; (k) licenses zoning restrictions, easements, licenses, covenants, reservations, restrictions on the use of real property and sublicenses certain other minor irregularities of software and other technology licenses entered into in the ordinary course of businesstitle; (l) Liens for taxeson the Aircraft Assets to secure Indebtedness of World Travel, assessments or governmental charges, levies or claims that are not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; (m) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases entered into in the ordinary course of business; (n) survey exceptions, easements, encroachments, subdivisions or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not individually or in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such PersonLLC; and (om) any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by any of the foregoing clauses (a) through (f) and (nl). (2) Notwithstanding Section 4.07(1), (a) if any of the Existing Notes are hereafter secured by any Liens on any of the assets of an Issuer or any Guarantor (the “Initial Liens”), then the Issuers and each Guarantor shall, substantially concurrently with the granting of any such Liens, subject to all necessary gaming regulatory approvals, grant perfected Liens in the same collateral to secure the Notes, equally, ratably and on a pari passu basis (the “Pari Passu Liens”). The Pari Passu Liens granted pursuant to this provision shall be (i) granted concurrently with the granting of any such Initial Liens, and (ii) granted pursuant to instruments, documents and agreements which are no less favorable to the trustee and the holders of the Notes than those granted to secure the Existing Notes. In connection with the granting of any such Pari Passu Liens, the Issuers and each Guarantor shall provide to the trustee (y) policies of title insurance on customary terms and conditions, to the extent that policies of title insurance on the corresponding property are provided to the holders of the Existing Notes or their trustee (and in an insured amount that bears the same proportion to the principal amount of the outstanding Notes as the insured amount in the policies provided to the holders of the Existing Notes bears to the aggregate outstanding amount thereof), and (z) legal opinions and other assurances as the trustee may reasonably request; and (b) if the Issuers and the Guarantors become entitled to the release of all of such Initial Liens securing the Existing Notes and Note Guarantees related thereto, and provided that no Default or Event of Default has then occurred and remains continuing, the Issuers and the Guarantors may in their sole discretion request that the Collateral Agent release any such Initial Liens and Pari Passu Liens securing the Notes, and in such circumstances the collateral agent shall so release such Initial Liens and Pari Passu Liens.