Common use of Limitations on Secured Debt Clause in Contracts

Limitations on Secured Debt. So long as any of the Notes remain Outstanding, the Company will not create or incur any Secured Debt without in any such case effectively providing concurrently with the creation or incurrence of any such Secured Debt that the Notes then Outstanding (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably with (or, at the option of the Company, prior to) such Secured Debt, unless immediately after the incurrence of such Secured Debt (and after giving effect to the application of the proceeds, if any, therefrom), the aggregate principal amount of all Secured Debt, together with the aggregate amount of Capitalized Rent in respect of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions described in clauses (a) to (g), inclusive, of Section 3.2), would not exceed 20% of the Consolidated Assets; provided, however, that the foregoing restrictions shall not apply to, and there shall be excluded in computing Secured Debt for the purpose of such restrictions, Secured Debt secured by: (a) Liens on property existing at the time of acquisition of such property by the Company, or Liens to secure the payment of all or any part of the purchase price of property acquired or constructed by the Company (including any improvements to existing property) created at the time of or within 270 days following the acquisition of such property by the Company, or Liens to secure any Secured Debt incurred by the Company prior to, at the time of or within 270 days following the acquisition of such property, which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that in the case of any such acquisition, the Lien shall not apply to any property theretofore owned by the Company (including property transferred by the Company to any Subsidiary of the Company in contemplation of or in connection with the creation of such Lien) or to any property of the Company other than the property so acquired (other than, in the case of construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or improvement, is located); (b) Liens on property of a Person (i) existing at the time such Person is merged into or consolidated with the Company or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Company prior to and unrelated to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Company or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Company); provided, however, that any such Lien referred to in clause (i) shall not apply to any property of the Company other than the property subject thereto, at the time such Person or properties were acquired and any such Lien referred to in clause (ii) or (iii) shall not apply to any property of the Company other than the property so acquired; (c) Liens existing on the date of this Supplemental Indenture; (d) Liens in favor of a government or governmental entity to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (e) Liens arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which Lien is required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit; (f) Liens for taxes, assessments or governmental charges or levies not yet delinquent or governmental charges or levies already delinquent, the validity of which charge or levy is being contested in good faith and for which any reserves required in accordance with generally accepted accounting principles have been established; (g) Liens (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed and for which any reserves required in accordance with generally accepted accounting principles have been established; (h) Liens on any equity interests owned by the Company or by any of its Subsidiaries in any Person or Persons that are not directly, or indirectly through one or more intermediaries, Controlled by the Company or by any of its Subsidiaries; (i) Liens upon or in any property or assets now owned or from time to time hereafter acquired by the Company or any of its Subsidiaries related in any way to the ownership by the Company or by any of its Subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (j) Liens on any property used primarily as or for any of the following: data centers, collocation, managed services, hosted services or cloud services; (k) Liens incurred and deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations, exclusive of obligations for the payment of borrowed money; and (l) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) to (k), inclusive; provided, however, that the principal amount of Secured Debt secured thereby shall not exceed the principal amount of Secured Debt secured thereby at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements to such property).

Limitations on Secured Debt. So long as any of the Notes remain Outstanding, the Company will not create or incur any Secured Debt without in any such case effectively providing concurrently with the creation or incurrence of any such Secured Debt that the Notes then Outstanding (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably with (or, at the option of the Company, prior to) such Secured Debt, unless immediately after the incurrence of such Secured Debt (and after giving effect to the application of the proceeds, if any, therefrom), the aggregate principal amount of all Secured Debt, together with the aggregate amount of Capitalized Rent in respect of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions described in clauses (a) to (gf), inclusive, of Section 3.2), would not exceed 20% of the Consolidated Assets; provided, however, that the foregoing restrictions shall not apply to, and there shall be excluded in computing Secured Debt for the purpose of such restrictions, Secured Debt secured by: (a) Liens on property existing at the time of acquisition of such property by the Company, or Liens to secure the payment of all or any part of the purchase price of property acquired or constructed by the Company (including any improvements to existing property) created at the time of or within 270 days following the acquisition of such property by the Company, or Liens to secure any Secured Debt incurred by the Company prior to, at the time of or within 270 days following the acquisition of such property, which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that in the case of any such acquisition, the Lien shall not apply to any property theretofore owned by the Company (including property transferred by the Company to any Subsidiary subsidiary of the Company in contemplation of or in connection with the creation of such Lien) or to any property of the Company other than the property so acquired (other than, in the case of construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or improvement, is located); (b) Liens on property of a Person person (i) existing at the time such Person is merged into or consolidated with the Company or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Company prior to and unrelated to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Company or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Company); provided, however, that any such Lien referred to in clause (i) shall not apply to any property of the Company other than the property subject thereto, at the time such Person or properties were acquired and any such Lien referred to in clause (ii) or (iii) shall not apply to any property of the Company other than the property so acquired; (c) Liens existing on the date of this Supplemental Indenture; (d) Liens in favor of a government or governmental entity to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (e) Liens arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which Lien is required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit; (f) Liens for taxes, assessments or governmental charges or levies not yet delinquent or governmental charges or levies already delinquent, the validity of which charge or levy is being contested in good faith and for which any reserves required in accordance with generally accepted accounting principles have been established; (g) Liens (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed and for which any reserves required in accordance with generally accepted accounting principles have been established; (h) Liens on any equity interests owned by the Company or by any of its Subsidiaries subsidiaries in (i) Rural Cellular Corporation, Vodafone Group plc or any Person of their respective successors, or Persons (ii) any other person or persons that are not directly, or indirectly through one or more intermediaries, Controlled controlled by the Company or by any of its Subsidiariessubsidiaries; (i) Liens upon or in any property or assets now owned or from time to time hereafter acquired by the Company or any of its Subsidiaries subsidiaries related in any way to the ownership by the Company or by any of its Subsidiaries subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (j) Liens on any property used primarily as or for any of the following: data centers, collocation, managed services, hosted services or cloud services; (k) Liens incurred and deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations, exclusive of obligations for the payment of borrowed money; and (lk) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) to (kj), inclusive; provided, however, that the principal amount of Secured Debt secured thereby shall not exceed the principal amount of Secured Debt secured thereby at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements to such property).

Limitations on Secured Debt. So long as any of the Notes remain Outstanding, the Company will not create or incur any Secured Debt without in any such case effectively providing concurrently with the creation or incurrence of any such Secured Debt that the Notes then Outstanding (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably with (or, at the option of the Company, prior to) such Secured Debt, unless immediately after the incurrence of such Secured Debt (and after giving effect to the application of the proceeds, if any, therefrom), the aggregate principal amount of all Secured Debt, together with the aggregate amount of Capitalized Rent in respect of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions described in clauses (a) to (g), inclusive, of Section 3.2), would not exceed 20% of the Consolidated Assets; provided, however, that the foregoing restrictions shall not apply to, and there shall be excluded in computing Secured Debt for the purpose of such restrictions, Secured Debt secured by: (a) Liens on property existing at the time of acquisition of such property by the Company, or Liens to secure the payment of all or any part of the purchase price of property acquired or constructed by the Company (including any improvements to existing property) created at the time of or within 270 days following the acquisition of such property by the Company, or Liens to secure any Secured Debt incurred by the Company prior to, at the time of or within 270 days following the acquisition of such property, which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that in the case of any such acquisition, the Lien shall not apply to any property theretofore owned by the Company (including property transferred by the Company to any Subsidiary subsidiary of the Company in contemplation of or in connection with the creation of such Lien) or to any property of the Company other than the property so acquired (other than, in the case of construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or improvement, is located); (b) Liens on property of a Person person (i) existing at the time such Person is merged into or consolidated with the Company or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Company prior to and unrelated to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Company or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Company); provided, however, that any such Lien referred to in clause (i) shall not apply to any property of the Company other than the property subject thereto, at the time such Person or properties were acquired and any such Lien referred to in clause (ii) or (iii) shall not apply to any property of the Company other than the property so acquired; (c) Liens existing on the date of this Supplemental Indenture; (d) Liens in favor of a government or governmental entity to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (e) Liens arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which Lien is required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit; (f) Liens for taxes, assessments or governmental charges or levies not yet delinquent or governmental charges or levies already delinquent, the validity of which charge or levy is being contested in good faith and for which any reserves required in accordance with generally accepted accounting principles have been established; (g) Liens (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed and for which any reserves required in accordance with generally accepted accounting principles have been established; (h) Liens on any equity interests owned by the Company or by any of its Subsidiaries in any Person or Persons that are not directly, or indirectly through one or more intermediaries, Controlled by the Company or by any of its Subsidiaries; (i) Liens upon or in any property or assets now owned or from time to time hereafter acquired by the Company or any of its Subsidiaries related in any way to the ownership by the Company or by any of its Subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (j) Liens on any property used primarily as or for any of the following: data centers, collocation, managed services, hosted services or cloud services; (k) Liens incurred and deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations, exclusive of obligations for the payment of borrowed money; and (l) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) to (k), inclusive; provided, however, that the principal amount of Secured Debt secured thereby shall not exceed the principal amount of Secured Debt secured thereby at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements to such property).

Limitations on Secured Debt. So long as any of the Notes remain Outstanding, the Company will not create or incur any Secured Debt without in any such case effectively providing concurrently with the creation or incurrence of any such Secured Debt that the Notes then Outstanding (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably with (or, at the option of the Company, prior to) such Secured Debt, unless immediately after the incurrence of such Secured Debt (and after giving effect to the application of the proceeds, if any, therefrom), the aggregate principal amount of all Secured Debt, together with the aggregate amount of Capitalized Rent in respect of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions the proceeds of which are or will be applied as described in clauses (a) to (gf), inclusive, of Section 3.2), would not exceed 20% of the Consolidated Assets; provided, however, that the foregoing restrictions shall not apply to, and there shall be excluded in computing Secured Debt for the purpose of such restrictions, Secured Debt secured by: (a) Liens on property existing at the time of acquisition of such property by the Company, or Liens to secure the payment of all or any part of the purchase price of property acquired or constructed by the Company (including any improvements to existing property) created at the time of or within 270 days following the acquisition of such property by the Company, or Liens to secure any Secured Debt incurred by the Company prior to, at the time of or within 270 days following the acquisition of such property, which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that in the case of any such acquisition, the Lien shall not apply to any property theretofore owned by the Company (including property transferred by the Company to any Subsidiary subsidiary of the Company in contemplation of or in connection with the creation of such Lien) or to any property of the Company other than the property so acquired (other than, in the case of construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or improvement, is located); (b) Liens on property of a Person (i) existing at the time such Person is merged into or consolidated with the Company or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Company prior to and unrelated to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Company or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Company); provided, however, that any such Lien referred to in clause (i) shall not apply to any property of the Company other than the property subject thereto, at the time such Person or properties were acquired and any such Lien referred to in clause (ii) or (iii) shall not apply to any property of the Company other than the property so acquired; (c) Liens existing on the date of this Supplemental Indenture; (d) Liens in favor of a government or governmental entity to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (e) Liens arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which Lien is required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit; (f) Liens for taxes, assessments or governmental charges or levies not yet delinquent or governmental charges or levies already delinquent, the validity of which charge or levy is being contested in good faith and for which any reserves required in accordance with generally accepted accounting principles have been established; (g) Liens (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed and for which any reserves required in accordance with generally accepted accounting principles have been established; (h) Liens on any equity interests owned by the Company or by any of its Subsidiaries subsidiaries in any Person or Persons that are not directly, or indirectly through one or more intermediaries, Controlled by the Company or by any of its Subsidiaries; (i) Liens upon or in any property or assets now owned or from time to time hereafter acquired by the Company Rural Cellular Corporation, Vodafone Group plc or any of its Subsidiaries related in any way to the ownership by the Company or by any of its Subsidiaries of wireless telecommunications towerstheir respective successors, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (j) Liens on any property used primarily as or for any of the following: data centers, collocation, managed services, hosted services or cloud services; (k) Liens incurred and deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations, exclusive of obligations for the payment of borrowed money; and (l) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) to (k), inclusive; provided, however, that the principal amount of Secured Debt secured thereby shall not exceed the principal amount of Secured Debt secured thereby at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements to such property).or

Limitations on Secured Debt. So long as any of the Notes remain Outstanding, the Company will not create or incur any Secured Debt without in any such case effectively providing concurrently with the creation or incurrence of any such Secured Debt that the Notes then Outstanding (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably with (or, at the option of the Company, prior to) such Secured Debt, unless immediately after the incurrence of such Secured Debt (and after giving effect to the application of the proceeds, if any, therefrom), the aggregate principal amount of all Secured Debt, together with the aggregate amount of Capitalized Rent in respect of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions described in clauses (a) to (gf), inclusive, of Section 3.2), would not exceed 20% of the Consolidated Assets; providedPROVIDED, howeverHOWEVER, that the foregoing restrictions shall not apply to, and there shall be excluded in computing Secured Debt for the purpose of such restrictions, Secured Debt secured by: (a) Liens on property existing at the time of acquisition of such property by the Company, or Liens to secure the payment of all or any part of the purchase price of property acquired or constructed by the Company (including any improvements to existing property) created at the time of or within 270 days following the acquisition of such property by the Company, or Liens to secure any Secured Debt incurred by the Company prior to, at the time of or within 270 days following the acquisition of such property, which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof; providedPROVIDED, howeverHOWEVER, that in the case of any such acquisition, the Lien shall not apply to any property theretofore owned by the Company (including property transferred by the Company to any Subsidiary subsidiary of the Company in contemplation of or in connection with the creation of such Lien) or to any property of the Company other than the property so acquired (other than, in the case of construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or improvement, is located); (b) Liens on property of a Person person (i) existing at the time such Person is merged into or consolidated with the Company or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Company prior to and unrelated to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Company or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Company); providedPROVIDED, howeverHOWEVER, that any such Lien referred to in clause (i) shall not apply to any property of the Company other than the property subject thereto, at the time such Person or properties were acquired and any such Lien referred to in clause (ii) or (iii) shall not apply to any property of the Company other than the property so acquired; (c) Liens existing on the date of this Supplemental Indenture; (d) Liens in favor of a government or governmental entity to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (e) Liens arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which Lien is required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit; (f) Liens for taxes, assessments or governmental charges or levies not yet delinquent or governmental charges or levies already delinquent, the validity of which charge or levy is being contested in good faith and for which any reserves required in accordance with generally accepted accounting principles have been established; (g) Liens (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed and for which any reserves required in accordance with generally accepted accounting principles have been established; (h) Liens on any equity interests owned by the Company or by any of its Subsidiaries in any Person or Persons that are not directly, or indirectly through one or more intermediaries, Controlled by the Company or by any of its Subsidiaries; (i) Liens upon or in any property or assets now owned or from time to time hereafter acquired by the Company or any of its Subsidiaries related in any way to the ownership by the Company or by any of its Subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (j) Liens on any property used primarily as or for any of the following: data centers, collocation, managed services, hosted services or cloud services; (k) Liens incurred and deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations, exclusive of obligations for the payment of borrowed money; and (l) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) to (k), inclusive; provided, however, that the principal amount of Secured Debt secured thereby shall not exceed the principal amount of Secured Debt secured thereby at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements to such property).

Limitations on Secured Debt. So long as any of the Notes remain Outstanding, the Company will not create or incur any Secured Debt without in any such case effectively providing concurrently with the creation or incurrence of any such Secured Debt that the Notes then Outstanding (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably with (or, at the option of the Company, prior to) such Secured Debt, unless immediately after the incurrence of such Secured Debt (and after giving effect to the application of the proceeds, if any, therefrom), the aggregate principal amount of all such Secured Debt, together with the principal amount of all such Secured Debt, together with the aggregate amount of Capitalized Rent in respect of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions described in clauses (a) to (gf), inclusive, of Section 3.2), would not exceed 20% of the Consolidated Assets; providedPROVIDED, howeverHOWEVER, that the foregoing restrictions shall not apply to, and there shall be excluded in computing Secured Debt for the purpose of such restrictions, Secured Debt secured by: (a) Liens on property existing at the time of acquisition of such property by the Company, or Liens to secure the payment of all or any part of the purchase price of property acquired or constructed by the Company (including any improvements to existing property) created at the time of or within 270 days following the acquisition of such property by the Company, or Liens to secure any Secured Debt incurred by the Company prior to, at the time of or within 270 days following the acquisition of such property, which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof; providedPROVIDED, howeverHOWEVER, that in the case of any such acquisition, the Lien shall not apply to any property theretofore owned by the Company (including property transferred by the Company to any Subsidiary subsidiary of the Company in contemplation of or in connection with the creation of such Lien) or to any property of the Company other than the property so acquired (other than, in the case of construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or improvement, is located); (b) Liens on property of a Person person (i) existing at the time such Person is merged into or consolidated with the Company or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Company prior to and unrelated to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Company or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Company); providedPROVIDED, howeverHOWEVER, that any such Lien referred to in clause (i) shall not apply to any property of the Company other than the property subject thereto, at the time such Person or properties were acquired and any such Lien referred to in clause (ii) or (iii) shall not apply to any property of the Company other than the property so acquired; (c) Liens existing on the date of this Supplemental Indenture; (d) Liens in favor of a government or governmental entity to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (e) Liens arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which Lien is required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit; (f) Liens for taxes, assessments or governmental charges or levies not yet delinquent or governmental charges or levies already delinquent, the validity of which charge or levy is being contested in good faith and for which any reserves required in accordance with generally accepted accounting principles have been established; (g) Liens (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed and for which any reserves required in accordance with generally accepted accounting principles have been established; (h) Liens on any equity interests owned by the Company or by any of its Subsidiaries subsidiaries in (i) Deutsche Telekom AG, Rural Cellular Corporation, Illuminet Holdings, Inc., Vodafone Group plc or any Person of their respective successors, or Persons (ii) any other person or persons that are not directly, or indirectly through one or more intermediaries, Controlled controlled by the Company or by any of its Subsidiariessubsidiaries; (i) Liens upon or in any property or assets now owned or from time to time hereafter acquired by the Company USCC or any of its Subsidiaries subsidiaries related in any way to the ownership by the Company USCC or by any of its Subsidiaries subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (j) Liens on any property used primarily as securing indebtedness of TDS or for of any of its Subsidiaries to the following: data centersRural Electrification Administration, collocationRural Utility Service, managed services, hosted services Rural Telephone Bank or cloud servicesthe Rural Telephone Finance Cooperative or successors thereto; (k) Liens incurred and deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations, exclusive of obligations for the payment of borrowed money; and (l) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) to (k), inclusive; providedPROVIDED, howeverHOWEVER, that the principal amount of Secured Debt secured thereby shall not exceed the principal amount of Secured Debt secured thereby at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements to such property).

Limitations on Secured Debt. So long as any of the Notes remain Outstanding, the Company will not create or incur any Secured Debt without in any such case effectively providing concurrently with the creation or incurrence of any such Secured Debt that the Notes then Outstanding (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably with (or, at the option of the Company, prior to) such Secured Debt, unless immediately after the incurrence of such Secured Debt (and after giving effect to the application of the proceeds, if any, therefrom), the aggregate principal amount of all Secured Debt, together with the aggregate amount of Capitalized Rent in respect of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions described in clauses (a) to (gf), inclusive, of Section 3.2), would not exceed 20% of the Consolidated Assets; provided, however, that the foregoing restrictions shall not apply to, and there shall be excluded in computing Secured Debt for the purpose of such restrictions, Secured Debt secured by: (a) Liens on property existing at the time of acquisition of such property by the Company, or Liens to secure the payment of all or any part of the purchase price of property acquired or constructed by the Company (including any improvements to existing property) created at the time of or within 270 days following the acquisition of such property by the Company, or Liens to secure any Secured Debt incurred by the Company prior to, at the time of or within 270 days following the acquisition of such property, which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that in the case of any such acquisition, the Lien shall not apply to any property theretofore owned by the Company (including property transferred by the Company to any Subsidiary subsidiary of the Company in contemplation of or in connection with the creation of such Lien) or to any property of the Company other than the property so acquired (other than, in the case of construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or improvement, is located); (b) Liens on property of a Person person (i) existing at the time such Person is merged into or consolidated with the Company or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Company prior to and unrelated to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Company or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Company); provided, however, that any such Lien referred to in clause (i) shall not apply to any property of the Company other than the property subject thereto, at the time such Person or properties were acquired and any such Lien referred to in clause (ii) or (iii) shall not apply to any property of the Company other than the property so acquired; (c) Liens existing on the date of this Supplemental Indenture; (d) Liens in favor of a government or governmental entity to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (e) Liens arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which Lien is required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit; (f) Liens for taxes, assessments or governmental charges or levies not yet delinquent or governmental charges or levies already delinquent, the validity of which charge or levy is being contested in good faith and for which any reserves required in accordance with generally accepted accounting principles have been established; (g) Liens (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed and for which any reserves required in accordance with generally accepted accounting principles have been established; (h) Liens on any equity interests owned by the Company or by any of its Subsidiaries in any Person or Persons that are not directly, or indirectly through one or more intermediaries, Controlled by the Company or by any of its Subsidiaries; (i) Liens upon or in any property or assets now owned or from time to time hereafter acquired by the Company or any of its Subsidiaries related in any way to the ownership by the Company or by any of its Subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (j) Liens on any property used primarily as or for any of the following: data centers, collocation, managed services, hosted services or cloud services; (k) Liens incurred and deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations, exclusive of obligations for the payment of borrowed money; and (l) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) to (k), inclusive; provided, however, that the principal amount of Secured Debt secured thereby shall not exceed the principal amount of Secured Debt secured thereby at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements to such property).

Limitations on Secured Debt. So long as any of the Notes remain Outstanding, the Company will not create or incur any Secured Debt without in any such case effectively providing concurrently with the creation or incurrence of any such Secured Debt that the Notes then Outstanding (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably with (or, at the option of the Company, prior to) such Secured Debt, unless immediately after the incurrence of such Secured Debt (and after giving effect to the application of the proceeds, if any, therefrom), the aggregate principal amount of all Secured Debt, together with the aggregate amount of Capitalized Rent in respect of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions described in clauses (a) to (g), inclusive, of Section 3.2), would not exceed 20% of the Consolidated Assets; provided, however, that the foregoing restrictions shall not apply to, and there shall be excluded in computing Secured Debt for the purpose of such restrictions, Secured Debt secured by: (a) Liens on property existing at the time of acquisition of such property by the Company, or Liens to secure the payment of all or any part of the purchase price of property acquired or constructed by the Company (including any improvements to existing property) created at the time of or within 270 days following the acquisition of such property by the Company, or Liens to secure any Secured Debt incurred by the Company prior to, at the time of or within 270 days following the acquisition of such property, which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that in the case of any such acquisition, the Lien shall not apply to any property theretofore owned by the Company (including property transferred by the Company to any Subsidiary subsidiary of the Company in contemplation of or in connection with the creation of such Lien) or to any property of the Company other than the property so acquired (other than, in the case of construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or improvement, is located); (b) Liens on property of a Person person (i) existing at the time such Person is merged into or consolidated with the Company or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Company prior to and unrelated to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Company or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Company); provided, however, that any such Lien referred to in clause (i) shall not apply to any property of the Company other than the property subject thereto, at the time such Person or properties were acquired and any such Lien referred to in clause (ii) or (iii) shall not apply to any property of the Company other than the property so acquired; (c) Liens existing on the date of this Supplemental Indenture; (d) Liens in favor of a government or governmental entity to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (e) Liens arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which Lien is required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit; (f) Liens for taxes, assessments or governmental charges or levies not yet delinquent or governmental charges or levies already delinquent, the validity of which charge or levy is being contested in good faith and for which any reserves required in accordance with generally accepted accounting principles have been established; (g) Liens (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed and for which any reserves required in accordance with generally accepted accounting principles have been established; (h) Liens on any equity interests owned by the Company or by any of its Subsidiaries subsidiaries in any Person person or Persons persons that are not directly, or indirectly through one or more intermediaries, Controlled by the Company or by any of its Subsidiariessubsidiaries; (i) Liens upon or in any property or assets now owned or from time to time hereafter acquired by the Company or any of its Subsidiaries subsidiaries related in any way to the ownership by the Company or by any of its Subsidiaries subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (j) Liens on any property used primarily as or for any of the following: data centers, collocation, managed services, hosted services or cloud services; (k) Liens incurred and deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations, exclusive of obligations for the payment of borrowed money; and (l) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) to (k), inclusive; provided, however, that the principal amount of Secured Debt secured thereby shall not exceed the principal amount of Secured Debt secured thereby at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements to such property).

Limitations on Secured Debt. So long as (a) If the Company or any Restricted Subsidiary shall incur, issue, assume or enter into a guarantee of any Debt secured by a Mortgage on any Principal Property of the Notes remain OutstandingCompany or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company will not create shall, or incur any Secured Debt without in any shall cause such case effectively providing concurrently with the creation Subsidiary or incurrence of any such Secured Debt that Restricted Subsidiary to, secure the Notes then Outstanding (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably with (or, at the option of the Company, or prior to) such Secured Debtsecured Debt for as long as such Debt is so secured, unless immediately after the incurrence of such Secured Debt (and after giving effect to the application of the proceeds, if any, therefrom), the aggregate principal amount of all Secured Debt, together with the aggregate amount of Capitalized Rent in respect all such secured Debt (for the avoidance of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions described in clauses (a) doubt, to (gthe extent such debt is secured by a Mortgage on any Principal Property), inclusive, when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are excluded pursuant to Section 3.22.8(b) and Section 2.9(b)), would not not, at the time of such incurrence, or guarantee, exceed 20the greater of (i) $800 million or (ii) 15% of Consolidated Net Tangible Assets, as determined based on the Consolidated Assetsmost recent available consolidated balance sheet of the Company. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Mortgage to which it relates. (b) The restriction in Section 2.8(a) shall not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company or a Restricted Subsidiary or existing on any property of any corporation or other entity that becomes a Subsidiary after the date of this Supplemental Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a Restricted Subsidiary for that cost; provided, however, that the foregoing restrictions such Mortgage shall not apply to, to any other property of the Company or a Restricted Subsidiary other than improvements and there shall be excluded in computing Secured Debt for accessions to the purpose of such restrictions, Secured Debt secured by:property to which it originally applies and as otherwise permitted; (aii) Liens on property existing at the time of acquisition of such property by the Company, or Liens Mortgages to secure the payment cost of all development or any part of the purchase price of property acquired or constructed by the Company (including any improvements to existing property) created at the time of or within 270 days following the acquisition of such property by the Company, or Liens to secure any Secured Debt incurred by the Company prior to, at the time of or within 270 days following the acquisition construction of such property, which Secured or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary unless otherwise permitted; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt is of the pollution control or industrial revenue bond type) or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that in the case of any such acquisition, the Lien shall not apply to any property theretofore owned by the Company (including property transferred by the Company to any Subsidiary of the Company in contemplation of or in connection with the creation of such Lien) or to any property of the Company other than the property so acquired (other than, in the case of construction or improvement, any theretofore unimproved real property or portion thereof on which the property so constructed, or improvement, is located); (b) Liens on property of a Person (i) existing at the time such Person is merged into or consolidated with the Company or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Company prior to and unrelated to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Company or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Company); provided, however, that any such Lien referred to in clause (i) shall not apply to any property of the Company other than the property subject thereto, at the time such Person or properties were acquired and any such Lien referred to in clause (ii) or (iii) shall not apply to any property of the Company other than the property so acquired; (c) Liens existing on the date of this Supplemental Indenture; (d) Liens in favor of a government or governmental entity to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving construction of the property subject to such Liens Mortgages; (including, without limitation, Liens incurred iv) Mortgages securing indebtedness owing to the Company or a Guarantor; (v) Mortgages existing on the Issue Date; (vi) Mortgages required in connection with pollution controlgovernmental programs which provide financial or tax benefits, industrial revenue, private activity bond as long as substantially all of the obligations secured are in lieu of or similar financing)reduce an obligation that would have been secured by a lien permitted under this Indenture; (evii) Liens arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which Lien is required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit; (f) Liens for taxes, assessments or governmental charges or levies not yet delinquent or governmental charges or levies already delinquent, the validity of which charge or levy is being contested in good faith and for which any reserves required in accordance with generally accepted accounting principles have been established; (g) Liens (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed and for which any reserves required in accordance with generally accepted accounting principles have been established; (h) Liens on any equity interests owned by the Company or by any of its Subsidiaries in any Person or Persons that are not directly, or indirectly through one or more intermediaries, Controlled by the Company or by any of its Subsidiaries; (i) Liens upon or in any property or assets now owned or from time to time hereafter acquired by the Company or any of its Subsidiaries related in any way to the ownership by the Company or by any of its Subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, collocation arrangements, easements and all other real property and other tangible or intangible assets related thereto; (j) Liens on any property used primarily as or for any of the following: data centers, collocation, managed services, hosted services or cloud services; (k) Liens incurred and deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations, exclusive of obligations for the payment of borrowed money; and (l) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part replacements of any Lien the Mortgages referred to in the foregoing this Section 2.8(b) (other than Mortgages described in clauses (aii) to and (k), inclusive; provided, however, that iv) above) so long as the principal amount of Secured the secured Debt secured thereby shall is not increased (except by an amount not to exceed the principal amount of Secured Debt secured thereby at the time of fees and expenses, including any premium and defeasance costs incurred with such extension, renewal or replacement, ) and that such the extension, renewal or replacement shall be is limited to all or a part of the same property which secured (and for the Lien avoidance of doubt could have been secured) by the Mortgage so extended, renewed or replaced replaced; or (plus improvements viii) Mortgages in connection with sale and leaseback transactions permitted by Section 2.9(b). For the avoidance of doubt, the accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the payment of interest on Debt in the form of additional Debt will not be deemed to such property)be an incurrence, issuance, assumption or guarantee of Debt.