Common use of Liens securing Indebtedness Clause in Contracts

Liens securing Indebtedness. The Issuer will not, nor will it permit any of its Subsidiaries to, create, assume, incur or suffer to exist any Liens upon any of its property or assets (including Capital Stock of any Subsidiary), whether owned on the date of this Indenture or thereafter acquired, to secure any Indebtedness of the Issuer or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness for so long as such Indebtedness is so secured. Notwithstanding the foregoing, under this Indenture, the Issuer may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any Lien upon any property or assets (including Capital Stock of any Subsidiary) to secure Indebtedness of the Issuer or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such Lien and all similar Liens under this clause (b), does not exceed the greater of $1.5 billion and 15% of Consolidated Net Tangible Assets, determined at the time of incurrence of such Indebtedness, or (c) any Lien upon any property or assets (including Capital Stock of any Subsidiary) that were not owned by the Issuer or any of its Subsidiaries on the date of this Indenture and that are owned by a Subsidiary of the Issuer formed or acquired after the date of this Indenture (an “Excluded Subsidiary”), provided that such Liens under this clause (c) do not extend to assets other than those of the Excluded Subsidiary.

Liens securing Indebtedness. The Issuer will notowing by a Restricted Subsidiary to the Company or any wholly-owned Subsidiary of the Company; (iv) Liens on Property of any entity, nor will it permit or on the stock, indebtedness or other obligations of such entity, existing at the time (a) such entity becomes a Restricted Subsidiary, (b) such entity is merged into or consolidated with the Company or a Restricted Subsidiary or (c) the Company or a Restricted Subsidiary acquires all or substantially all of the assets of such entity; provided that no such Lien -------- extends to any other Property of the Company or any other Restricted Subsidiary; (v) Liens on Property to secure any indebtedness incurred to provide funds for all or any part of the cost of development of or improvements to such Property; (vi) Liens on the Property of the Company or any of its Restricted Subsidiaries to, create, assume, incur securing (a) nondelinquent performance of bids or suffer to exist any Liens upon any of its property or assets (including Capital Stock of any Subsidiary), whether owned on the date of this Indenture or thereafter acquired, to secure any Indebtedness of the Issuer or any other Person contracts (other than for borrowed money, obtaining of advances or credit or the Notessecuring of debt), without (b) contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of a like nature, in any such case making effective provisions whereby all each case, incurred in the ordinary course of the outstanding Notes are secured equally and ratably withbusiness; (vii) Liens securing Capital Lease Obligations, or prior to, such Indebtedness for so long as such Indebtedness is so secured. Notwithstanding the foregoing, under this Indenture, the Issuer may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes provided that (a) any Permitted Lien, -------- such Lien attaches to the Property within 270 days after the acquisition thereof and (b) such Lien attaches solely to the Property so acquired; (viii) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds, provided that such deposit account is not a dedicated -------- cash collateral account and is not subject to restrictions against access by the Company or such Restricted Subsidiary, as the case may be, in excess of those set forth by regulations promulgated by the Federal Reserve Board and such deposit account is not intended by the Company or such Restricted Subsidiary to provide collateral to the depository institution; (ix) pledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation; (x) statutory and tax Liens for sums not yet due or delinquent or which are being contested or appealed in good faith by appropriate proceedings; (xi) Liens arising solely by operation of law, such as mechanics', materialmen's, warehouseman's and carriers' Liens and Liens of landlords or of mortgages of landlords, on fixtures and movable Property located on premises leased in the ordinary course of business; (xii) Liens on personal Property, other than shares of stock or indebtedness of any Restricted Subsidiary, to secure loans maturing not more than one year from the date of the creation thereof and on accounts receivable associated with a receivables financing program of the Company or any of its Restricted Subsidiaries; (xiii) any Lien created by or resulting from litigation or other proceeding against, or upon property of, the Company or any Restricted Subsidiary, or any lien for workmen's compensation awards or similar awards, so long as the finality of such judgment or award is being contested and execution thereon is stayed or such Lien relates to a final unappealable judgment which is satisfied within 30 days of such judgment or any Lien incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding; provided that -------- such judgment or award does not constitute an Event of Default under clause (5) of Section 501; (xiv) Liens on the real property of the Company or any Restricted Subsidiary which constitute minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of such real property, provided that all of the liens referred to in this clause (xiv) in the aggregate -------- do not at any time materially detract from the value of such real property or materially impair its use in the operation of the business of the Company and its Subsidiaries; (xv) Liens on Property of the Company or a Restricted Subsidiary securing indebtedness or other obligations issued by the United States of America or any State thereof or any department, agency or instrumentality or political subdivision thereof, or by any other country or any political subdivision thereof, for the purpose of financing all or any part of the purchase price of (or, in the case of real property, the cost of construction on or improvement of) any property or assets subject to such Liens (including Capital Stock including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar financings); and (xvi) any renewal, extension or replacement (in whole or in part) of any SubsidiaryLien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) to secure Indebtedness and (xv) above or of the Issuer or any other Personindebtedness secured thereby, provided that such extension, renewal or replacement Lien shall be limited to all or any part of the aggregate same Property that secured the Lien extended, renewed or replaced (plus improvements on such Property) and the principal amount of all Indebtedness then outstanding indebtedness secured thereby and not otherwise authorized by such Lien and all similar Liens under this clause clauses (bi), does (ii), (iv), (v), (vii) and (xv) shall not exceed the greater principal amount of $1.5 billion and 15% of Consolidated Net Tangible Assetsindebtedness plus any premium or fee payable in connection with any such renewal, determined extension or replacement so secured at the time of incurrence of such Indebtednessrenewal, extension or (c) any Lien upon any property or assets (including Capital Stock of any Subsidiary) that were not owned by the Issuer or any of its Subsidiaries on the date of this Indenture and that are owned by a Subsidiary of the Issuer formed or acquired after the date of this Indenture (an “Excluded Subsidiary”), provided that such Liens under this clause (c) do not extend to assets other than those of the Excluded Subsidiaryreplacement.

Liens securing Indebtedness. The Issuer will not, nor will it permit any of its Subsidiaries to, create, assume, incur a Person existing at the time such Person becomes a Subsidiary of Borrower or suffer to exist any is merged with or into Borrower or a Subsidiary of Borrower and Liens upon any of its property on assets or assets (including Capital Stock of any Subsidiary), whether owned on the date of this Indenture or thereafter acquired, to secure any Indebtedness of the Issuer or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness for so long as such Indebtedness is so secured. Notwithstanding the foregoing, under this Indenture, the Issuer may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any Lien upon any property or assets (including Capital Stock of any Subsidiary) to secure Indebtedness of the Issuer or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such Lien and all similar Liens under this clause (b), does not exceed the greater of $1.5 billion and 15% of Consolidated Net Tangible Assets, determined properties at the time of incurrence acquisition thereof, provided that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof and do not extend to any other assets (and any renewals, extensions and refinancings, but not increases of the principal amount of such Indebtedness except by an amount no greater than accrued and unpaid interest in respect of such Indebtedness and any fees, premiums and expenses relating to such renewal, extension or refinancing); (i) Liens securing seller financing incurred in connection with the acquisition of an asset, provided that such Lien is incurred at the time of such acquisition and such Lien encumbers only the asset so acquired (and any renewals, extensions and refinancings, but not increases or refundings, of such Indebtedness, or ); (cj) Liens securing land deposits from third parties; (k) Liens pursuant to any Lien upon any property or assets Loan Document; (including Capital Stock of any Subsidiaryl) that were not owned Liens against the Equity Interests held by the Issuer Borrower or any of its Subsidiaries on in a (x) joint venture securing (i) Indebtedness of such joint venture or (ii) obligations owing to any joint venture partner or (y) Subsidiary securing Indebtedness of such Subsidiary and is otherwise non-recourse to the Borrower or any other Subsidiary (other than customary “bad boy” Guarantees); (m) Liens (i) arising pursuant to vexatious, frivolous or meritless claims, suits, actions or filings, or other similar bad faith actions, taken by a Person not an Affiliate of Borrower; provided that a Loan Party is disputing such Lien in good faith by appropriate proceedings and such Lien is released within ninety (90) days of the date such Lien arose or (ii) securing judgments to the extent not constituting an Event of this Indenture Default pursuant to Section 8.01(h); (n) Liens securing Swap Obligations arising in the ordinary course of business and that are owned not for speculative purposes; (o) Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of setoff or similar rights as to deposit accounts or other funds maintained with a Subsidiary of the Issuer formed or acquired after the date of this Indenture creditor depository institution; (an “Excluded Subsidiary”p), provided that such Liens under this clause (c) do not extend to assets other than those of the Excluded Subsidiary.

Liens securing Indebtedness. The Issuer will notOther than as provided below under Section 10.03, neither Borrower nor will it permit any of its Subsidiaries toRestricted Subsidiary may issue, create, assume, incur assume or suffer to exist guarantee any Liens Indebtedness secured by a Lien upon any Principal Property or on any evidences of its property Indebtedness or assets (including Capital Stock Equity Interests of any Subsidiary)Subsidiaries (regardless of whether the Principal Property, whether owned on Indebtedness or Equity Interests were acquired before or after the date of the Closing Date) except that this Indenture restriction will not apply to (the following, “Permitted Liens”): (a) Liens existing on the Closing Date and Liens permitted under any Subject Debt Agreement; (b) Liens affecting property of a Person existing at the time it becomes a Restricted Subsidiary or thereafter at the time it is merged into or consolidated with Borrower or Restricted Subsidiary (provided that such Liens are not incurred in connection with, or in contemplation of, such entity becoming a Restricted Subsidiary or such merger or consolidation and do not extend to or cover property of Borrower or a Restricted Party other than property of the entity so acquired, ); (c) Liens (including purchase money Liens) existing at the time of acquisition thereof on property acquired after the date hereof or to secure any 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 Issuer purchase price of property acquired after the date hereof (provided that such Liens do not extend to or cover any other Person (property of Borrower or a Restricted Subsidiary other than the Notesproperty so acquired); (d) Liens on any property acquired, without developed, constructed or otherwise improved by any Restricted Subsidiary (including liens on the Equity Interests of any Restricted Subsidiary and substantially all assets of such Restricted Subsidiary, in any each case to the extent such case making effective provisions whereby property constitutes substantially all of the outstanding Notes are secured equally and ratably with, or prior to, business of such Indebtedness for so long as such Indebtedness is so secured. Notwithstanding the foregoing, under this Indenture, the Issuer may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any Lien upon any property or assets (including Capital Stock of any Restricted 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 which secure Indebtedness of Borrower or a Restricted Subsidiary to a Restricted Subsidiary or which secure Indebtedness of a Restricted Subsidiary to Borrower; (f) Liens on the Issuer Equity Interests of any Restricted Subsidiary in any Joint Venture or any other PersonSubsidiary 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 Borrower or any Restricted Subsidiary to perform any contract or subcontract made by it with or at the request of a governmental entity; (i) 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) Restrictions (including zoning restrictions), easements, encroachments, rights-of-way, licenses, covenants, conditions, reservations, restrictions on the use of real property, similar charges or encumbrances and certain other minor irregularities of title; (l) Liens arising out of judgments or awards not resulting in an Event of Default; (m) any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by any of the foregoing clauses (a) through (f) and (k); (n) Liens incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, rental obligations (limited, in the case of rental obligations, to security deposits and deposits to secure obligations for taxes, insurance, maintenance and similar obligations), utility services, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Borrower or such Restricted Subsidiary in the ordinary course of business; (p) in addition to Liens otherwise permitted by this Section 10.02, other Liens incurred with respect to any Indebtedness or other obligations of Borrower or any of its Subsidiaries; provided, however, that the aggregate principal amount of all such Indebtedness then outstanding secured by such Lien and all similar Liens under this clause (b), does shall not exceed as of the greater time of incurrence $1.5 billion 75.0 million in the aggregate; (q) Liens on cash and 15% Cash Equivalents deposited to Discharge, redeem or defease Indebtedness; (r) [reserved]; (s) Liens securing obligations in respect of Consolidated Net Tangible Assetstrade-related letters of credit, determined bank guarantees or similar obligations covering the property (or the documents of title in respect of such property) financed by such letters of credit, bank guarantees or similar obligations and the proceeds and products thereof; and (t) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of Borrower or any Subsidiary in the ordinary course of business. For purposes of determining compliance with this Section 10.02, a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens described in Sections 10.02(a) through (t) but may be permitted in part under any combination thereof. In addition, with respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, or (c) such Lien shall also be permitted to secure any Lien upon any property or assets (including Capital Stock Increased Amount of any Subsidiary) that were not owned by the Issuer or any of its Subsidiaries on the date of this Indenture and that are owned by a Subsidiary of the Issuer formed or acquired after the date of this Indenture (an “Excluded Subsidiary”), provided that such Liens under this clause (c) do not extend to assets other than those of the Excluded SubsidiaryIndebtedness.

Liens securing Indebtedness. The Issuer will notowing by a Restricted Subsidiary to the Guarantor or any wholly-owned Subsidiary of the Guarantor; (iv) Liens on Property of any entity, nor will it permit or on the stock, indebtedness or other obligations of such entity, existing at the time (a) such entity becomes a Restricted Subsidiary, (b) such entity is merged into or consolidated with the Guarantor or a Restricted Subsidiary or (c) the Guarantor or a Restricted Subsidiary acquires all or substantially all of the assets of such entity; provided that no such Lien extends to any other Property of the Guarantor or any other Restricted Subsidiary; (v) Liens on Property to secure any indebtedness incurred to provide funds for all or any part of the cost of development of or improvements to such Property; (vi) Liens on the Property of the Guarantor or any of its Restricted Subsidiaries to, create, assume, incur securing (a) nondelinquent performance of bids or suffer to exist any Liens upon any of its property or assets (including Capital Stock of any Subsidiary), whether owned on the date of this Indenture or thereafter acquired, to secure any Indebtedness of the Issuer or any other Person contracts (other than for borrowed money, obtaining of advances or credit or the Notessecuring of debt), without (b) contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of a like nature, in any such case making effective provisions whereby all each case, incurred in the ordinary course of the outstanding Notes are secured equally and ratably withbusiness; (vii) Liens securing Capital Lease Obligations, or prior to, such Indebtedness for so long as such Indebtedness is so secured. Notwithstanding the foregoing, under this Indenture, the Issuer may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes provided that (a) any Permitted Lien, such Lien attaches to the Property within 270 days after the acquisition thereof and (b) such Lien attaches solely to the Property so acquired; (viii) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds, provided that such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Guarantor or such Restricted Subsidiary, as the case may be, in excess of those set forth by regulations promulgated by the Federal Reserve Board and such deposit account is not intended by the Guarantor or such Restricted Subsidiary to provide collateral to the depository institution; (ix) pledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation; (x) statutory and tax Liens for sums not yet due or delinquent or which are being contested or appealed in good faith by appropriate proceedings; (xi) Liens arising solely by operation of law, such as mechanics', materialmen's, warehouseman's and carriers' Liens and Liens of landlords or of mortgages of landlords, on fixtures and movable Property located on premises leased in the ordinary course of business; (xii) Liens on personal Property, other than shares of stock or indebtedness of any Restricted Subsidiary, to secure loans maturing not more than one year from the date of the creation thereof and on accounts receivable associated with a receivables financing program of the Guarantor or any of its Restricted Subsidiaries; (xiii) any Lien created by or resulting from litigation or other proceeding against, or upon property of, the Guarantor or any Restricted Subsidiary, or any lien for workmen's compensation awards or similar awards, so long as the finality of such judgment or award is being contested and execution thereon is stayed or such Lien relates to a final unappealable judgment which is satisfied within 30 days of such judgment or any Lien incurred by the Guarantor or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding; provided that such judgment or award does not constitute an Event of Default under clause (5) of Section 501; (xiv) Liens on the real property of the Guarantor or a Restricted Subsidiary which constitute minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of such real property, provided that all of the liens referred to in this clause (xiv) in the aggregate do not at any time materially detract from the value of such real property or materially impair its use in the operation of the business of the Guarantor and its Subsidiaries; (xv) Liens on Property of the Guarantor or a Restricted Subsidiary securing indebtedness or other obligations issued by the United States of America or any State thereof or any department, agency or instrumentality or political subdivision thereof, or by any other country or any political subdivision thereof, for the purpose of financing all or any part of the purchase price of (or, in the case of real property, the cost of construction on or improvement of) any property or assets subject to such Liens (including Capital Stock including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar financings); and (xvi) any renewal, extension or replacement (in whole or in part) of any SubsidiaryLien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) to secure Indebtedness and (xv) above or of the Issuer or any other Personindebtedness secured thereby, provided that such extension, renewal or replacement Lien shall be limited to all or any part of the aggregate same Property that secured the Lien extended, renewed or replaced (plus improvements on such Property) and the principal amount of all Indebtedness then outstanding indebtedness secured thereby and not otherwise authorized by such Lien and all similar Liens under this clause clauses (bi), does (ii), (iv), (v), (vii) and (xv) shall not exceed the greater principal amount of $1.5 billion and 15% of Consolidated Net Tangible Assetsindebtedness plus any premium or fee payable in connection with any such renewal, determined extension or replacement so secured at the time of incurrence of such Indebtednessrenewal, extension or (c) any Lien upon any property or assets (including Capital Stock of any Subsidiary) that were not owned by the Issuer or any of its Subsidiaries on the date of this Indenture and that are owned by a Subsidiary of the Issuer formed or acquired after the date of this Indenture (an “Excluded Subsidiary”), provided that such Liens under this clause (c) do not extend to assets other than those of the Excluded Subsidiaryreplacement.

Liens securing Indebtedness. The Issuer will notowing by a Restricted Subsidiary to the Company or any wholly-owned Subsidiary of the Company; (iv) Liens on Property of any entity, nor will it permit or on the stock, indebtedness or other obligations of such entity, existing at the time (a) such entity becomes a Restricted Subsidiary, (b) such entity is merged into or consolidated with the 7 Company or a Restricted Subsidiary or (c) the Company or a Restricted Subsidiary acquires all or substantially all of the assets of such entity; provided that no such Lien extends to any other Property of the Company -------- or any other Restricted Subsidiary; (v) Liens on Property to secure any indebtedness incurred to provide funds for all or any part of the cost of development of or improvements to such Property; (vi) Liens on the Property of the Company or any of its Restricted Subsidiaries to, create, assume, incur securing (a) nondelinquent performance of bids or suffer to exist any Liens upon any of its property or assets (including Capital Stock of any Subsidiary), whether owned on the date of this Indenture or thereafter acquired, to secure any Indebtedness of the Issuer or any other Person contracts (other than for borrowed money, obtaining of advances or credit or the Notessecuring of debt), without (b) contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of a like nature, in any such case making effective provisions whereby all each case, incurred in the ordinary course of the outstanding Notes are secured equally and ratably withbusiness; (vii) Liens securing Capital Lease Obligations, or prior to, such Indebtedness for so long as such Indebtedness is so secured. Notwithstanding the foregoing, under this Indenture, the Issuer may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes provided that (a) any Permitted Lien, -------- such Lien attaches to the Property within 270 days after the acquisition thereof and (b) such Lien attaches solely to the Property so acquired; (viii) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds, provided that such deposit account is not a dedicated -------- cash collateral account and is not subject to restrictions against access by the Company or such Restricted Subsidiary, as the case may be, in excess of those set forth by regulations promulgated by the Federal Reserve Board and such deposit account is not intended by the Company or such Restricted Subsidiary to provide collateral to the depository institution; (ix) pledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation; (x) statutory and tax Liens for sums not yet due or delinquent or which are being contested or appealed in good faith by appropriate proceedings; (xi) Liens arising solely by operation of law, such as mechanics', materialmen's, warehouseman's and carriers' Liens and Liens of landlords or of mortgages of landlords, on fixtures and movable Property located on premises leased in the ordinary course of business; (xii) Liens on personal Property, other than shares of stock or indebtedness of any Restricted Subsidiary, to secure loans maturing not more than one year from the date of the creation thereof and on accounts receivable associated with a receivables financing program of the Company or any of its Restricted Subsidiaries; (xiii) any Lien created by or resulting from litigation or other proceeding against, or upon property of, the Company or any Restricted Subsidiary, or any lien for workmen's compensation awards or similar awards, so long as the finality of such judgment or award is being contested and execution thereon is stayed or such Lien relates to a final unappealable judgment which is satisfied within 30 days of such judgment or any Lien incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding; provided that -------- such judgment or award does not constitute an Event of Default under clause (5) of Section 501; (xiv) Liens on the real property of the Company or any Restricted Subsidiary which constitute minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of such real property, provided that all of the liens referred to in this clause (xiv) in the aggregate -------- do not at any time materially detract from the value of such real property or materially impair its use in the operation of the business of the Company and its Subsidiaries; (xv) Liens on Property of the Company or a Restricted Subsidiary securing indebtedness or other obligations issued by the United States of America or any State thereof or any department, agency or instrumentality or political subdivision thereof, or by any 8 other country or any political subdivision thereof, for the purpose of financing all or any part of the purchase price of (or, in the case of real property, the cost of construction on or improvement of) any property or assets subject to such Liens (including Capital Stock including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar financings); and (xvi) any renewal, extension or replacement (in whole or in part) of any SubsidiaryLien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) to secure Indebtedness and (xv) above or of the Issuer or any other Personindebtedness secured thereby, provided that such extension, renewal or replacement Lien shall be limited to all or any part of the aggregate same Property that secured the Lien extended, renewed or replaced (plus improvements on such Property) and the principal amount of all Indebtedness then outstanding indebtedness secured thereby and not otherwise authorized by such Lien and all similar Liens under this clause clauses (bi), does (ii), (iv), (v), (vii) and (xv) shall not exceed the greater principal amount of $1.5 billion and 15% of Consolidated Net Tangible Assetsindebtedness plus any premium or fee payable in connection with any such renewal, determined extension or replacement so secured at the time of incurrence such renewal, extension or replacement. "Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment", when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such Indebtednessparticular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. "Property" means any asset or property of a Person, whether now owned or hereafter acquired, or (c) any Lien upon interest therein or any property income or assets (profits therefrom, including Capital Stock capital stock and indebtedness of Subsidiaries. "Receivables Subsidiary" means a special purpose wholly-owned Subsidiary created in connection with any Subsidiary) transactions that were not owned may be entered into by the Issuer Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey, grant a security interest in or otherwise transfer undivided percentage interests in its receivables. "Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 9 "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. "Responsible Officer", when used with respect to the Trustee, means the chairman or any vice-chairman of the board of directors, the chairman or any vice-chairman of the executive committee of the board of directors, the chairman of the trust committee, the president, any vice president, any assistant vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject "Restricted Subsidiary" means any Subsidiary of the Company (other than a Receivables Subsidiary or Sprint Capital) if (i) such Subsidiary has substantially all of its Property in the United States (other than its territories and possessions) and (ii) at the end of the most recent fiscal quarter of the Company preceding the date of determination, the aggregate amount, determined in accordance with generally accepted accounting principles consistently applied, of securities of, loans and advances to, and other investments in, such Subsidiary held by the Company and its other Subsidiaries, less any securities of, loans and advances to, and other investments in the Company and the Company's other Subsidiaries held by such Subsidiary or any of its Subsidiaries, exceeded 15% of the Company's Consolidated Net Tangible Assets. "Sale and Leaseback Transaction" means, with respect to the Company or a Restricted Subsidiary, any direct or indirect arrangement pursuant to which Property is sold or transferred by the Company or such Restricted Subsidiary, as the case may be, and is thereafter leased back from the purchaser or transferee thereof by the Company or such Restricted Subsidiary, as the case may be. "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. "Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. "Security Register" and "Security Registrar" have the respective meanings specified in Section 305. "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 10 "Stated Maturity", when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. "Subsidiary" means a corporation, partnership, limited liability company or other business organization, whether or not incorporated, a majority of the Voting Securities of which are owned, directly or indirectly, by the Company. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that are owned series. "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in -------- ------- the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "U.S. Government Obligations" has the meaning specified in Section 1304. "Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "Vice President". "Voting Securities" of a Subsidiary means the stock or other ownership or equity interests, of whatever class or classes, the holders of which ordinarily have the power to vote for the election of the Issuer formed members of the board of directors, managers or acquired after the date trustees of this Indenture such Subsidiary (an “Excluded Subsidiary”), provided that such Liens under this clause (c) do not extend to assets other than those stock or other ownership or equity interests having such power only by reason of the Excluded Subsidiaryhappening of a contingency). SECTION 102.