Common use of Liens securing Indebtedness Clause in Contracts

Liens securing Indebtedness. owing by any Subsidiary to the Borrower, any other Loan Party, or a Significant Subsidiary; (c) Liens on assets of any Person existing at the time such Person becomes a Subsidiary; (d) Liens on assets existing at the time of acquisition thereof; provided, that such Lien shall not extend to any other property of the Borrower, any other Loan Party, or a Significant Subsidiary; (e) Liens to secure indebtedness incurred or guaranteed by the Borrower or a Subsidiary to finance the purchase price of land, buildings or equipment, or improvements to or construction of land, buildings, or equipment, which indebtedness is incurred or guaranteed prior to, at the time of, or within 180 days after such acquisition (or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later); provided that such Lien shall extend only to the asset to be acquired or improved with such financing; (f) Liens on any assets of a Person existing at the time such Person is merged into or consolidated with a Loan Party or a Significant Subsidiary; provided, that such Lien shall not extend to any other property of any Loan Party or a Significant Subsidiary; (g) easements, zoning restrictions, encroachments, rights-of-way, leases, subleases and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations; (h) statutory, common law and contractual rights of set-off and other similar rights as to deposits of cash, securities and other financial assets in favor of banks, other depositary institutions and brokerage institutions; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation or exportation of goods in the ordinary course of business; (j) Liens that are contractual rights of set-off contained in purchase orders entered into with customers in the ordinary course of business; (k) Liens arising on the subject property under non-exclusive licensing agreements and leases (including sub-leases) entered into by any Loan Party or any Subsidiary as licensor or lessor but not securing any Indebtedness and not materially interfering with the conduct of the business of the Borrower or any Subsidiary; (l) Liens for Taxes not delinquent or which are being contested in good faith by appropriate proceedings and for which any reserves required by GAAP have been established; (m) Liens arising in connection with Capital Leases; provided that no such Lien shall extend to or cover any assets other than the assets subject to the applicable Capital Leases; (n) Liens on any assets in favor of the United States of America or any State thereof, or in favor of any other country, or political subdivision thereof and created to secure (i) payments pursuant to any contract or statute; or (ii) any indebtedness incurred or guaranteed by a Loan Party or any Significant Subsidiary to finance the purchase price (or in the case of real property, the cost of construction) of the assets subject to any such Lien (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue, or similar finances); 17

Liens securing Indebtedness. owing by any Subsidiary to the Borrower, any or other Loan Party, or a Significant Subsidiary; (c) Liens on assets obligations of any Person existing at the time such Person becomes a Subsidiary; (d) Liens on assets existing at the time of acquisition thereof; provided, that such Lien shall not extend to any other property of the Borrower, any other Loan Party, or a Significant Subsidiary; (e) Liens to secure indebtedness incurred or guaranteed by the Borrower or a Subsidiary Guarantor owing to finance the purchase price of land, buildings or equipment, or improvements to or construction of land, buildings, or equipment, which indebtedness is incurred or guaranteed prior to, at the time of, or within 180 days after such acquisition (or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later); provided that such Lien shall extend only to the asset any Loan Party permitted to be acquired or improved Incurred in accordance with such financingSection 7.01; (f11) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12) Liens on any assets specific items of a Person existing at the time such Person is merged into inventory or consolidated with a Loan Party or a Significant Subsidiary; provided, that such Lien shall not extend to any other property goods and proceeds of any Loan Party Person securing such Person’s obligations in respect of bankers’ acceptances or a Significant Subsidiary; (g) easements, zoning restrictions, encroachments, rights-of-way, leases, subleases and similar encumbrances on real property imposed by law or arising letters of credit entered into in the ordinary course of business that do not secure any monetary obligationsissued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (h13) statutoryleases, common law and contractual rights subleases, licenses, sublicenses, occupancy agreements or assignments of set-off and other similar rights as to deposits or in respect of cash, securities and other financial assets in favor of banks, other depositary institutions and brokerage institutionsreal or personal property; (i14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15) Liens in favor of customs the Borrower or any Subsidiary Guarantor; (16) (i) Liens on accounts receivable and revenue authorities arising as a matter related assets of law to secure payment the type specified in the definition of customs duties “Receivables Financing” Incurred in connection with the importation a Qualified Receivables Financing, (ii) Liens securing Indebtedness or exportation other obligations of goods any Receivables Subsidiary and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into in the ordinary course of business; (j17) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations; (18) Liens that are contractual on the Equity Interests of Unrestricted Subsidiaries; (19) grants of intellectual property, software and other technology licenses; (20) judgment and attachment Liens not giving rise to an Event of Default pursuant to Section 8.01(f), (g) or (h) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings; (21) Liens arising out of set-off contained in purchase orders conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into with customers in the ordinary course of business; (k22) Liens arising on the subject property under non-exclusive licensing agreements Incurred to secure Cash Management Services and leases other “bank products” (including sub-leasesthose described in Sections 7.01(j) entered into by any Loan Party or any Subsidiary as licensor or lessor but not securing any Indebtedness and not materially interfering with the conduct of the business of the Borrower or any Subsidiary(w)); (l23) Liens for Taxes not delinquent to secure any refinancing, refunding, extension, renewal or which are being contested in good faith by appropriate proceedings and for which any reserves required by GAAP have been established; replacement (mor successive refinancings, refundings, extensions, renewals or replacements) Liens arising in connection with Capital Leases; provided that no such Lien shall extend to or cover any assets other than the assets subject to the applicable Capital Leases; (n) Liens on any assets in favor of the United States of America or any State thereofas a whole, or in favor part, of any other countryIndebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) or (11), or political subdivision thereof and created to secure succeeding clauses (i24), (25), (28), (47), (49) payments pursuant to any contract or statute; or (ii50) any indebtedness incurred of this definition or guaranteed by a Loan Party this clause (23); provided, however, that (x) such new Lien shall be limited to all or any Significant Subsidiary to finance part of the purchase price same property that secured the original Lien (or plus improvements on such property, replacements of such property, additions and accessions thereto, after-acquired property and the proceeds and the products of the foregoing and customary security deposits in respect thereof and, in the case of real property, the cost multiple financings of construction) of the equipment (or assets subject to any such Lien (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue, affixed or similar financesappurtenant thereto and additions and accessions); 17

Liens securing Indebtedness. owing by any a Restricted Subsidiary to the Borrower, Guarantor or any other Loan Party, or a Significant Subsidiarywholly-owned Subsidiary of the Guarantor; (civ) Liens on assets Property of any Person entity, or on the stock, indebtedness or other obligations of such entity, existing at the time (a) such Person entity becomes a Restricted Subsidiary; , (db) Liens on assets existing at the time of acquisition thereof; provided, that such Lien shall not extend to any other property of the Borrower, any other Loan Party, or a Significant Subsidiary; (e) Liens to secure indebtedness incurred or guaranteed by the Borrower or a Subsidiary to finance the purchase price of land, buildings or equipment, or improvements to or construction of land, buildings, or equipment, which indebtedness is incurred or guaranteed prior to, at the time of, or within 180 days after such acquisition (or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later); provided that such Lien shall extend only to the asset to be acquired or improved with such financing; (f) Liens on any assets of a Person existing at the time such Person entity is merged into or consolidated with a Loan Party the Guarantor or a Significant SubsidiaryRestricted Subsidiary or (c) the Guarantor or a Restricted Subsidiary acquires all or substantially all of the assets of such entity; provided, provided that no such Lien shall not extend extends to any other property Property of the Guarantor or any Loan Party or a Significant other Restricted Subsidiary; (gv) easements, zoning restrictions, encroachments, rights-of-way, leases, subleases and similar encumbrances Liens on real property imposed by law or arising in the ordinary course of business that do not Property to secure any monetary obligationsindebtedness incurred to provide funds for all or any part of the cost of development of or improvements to such Property; (h) statutory, common law and contractual rights of set-off and other similar rights as to deposits of cash, securities and other financial assets in favor of banks, other depositary institutions and brokerage institutions; (ivi) Liens on the Property of the Guarantor or any of its Restricted Subsidiaries securing (a) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the securing of debt), (b) contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of a like nature, in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation or exportation of goods each case, incurred in the ordinary course of business; (jvii) Liens securing Capital Lease Obligations, provided that are contractual (a) any 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 contained 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 purchase orders entered into with customers 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; (kxii) Liens arising 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 subject real property under non-exclusive licensing agreements 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 leases 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 (including sub-leasesxiv) entered into by in the aggregate do not at any Loan Party time materially detract from the value of such real property or any Subsidiary as licensor or lessor but not securing any Indebtedness and not materially interfering with impair its use in the conduct operation of the business of the Borrower or any SubsidiaryGuarantor and its Subsidiaries; (l) Liens for Taxes not delinquent or which are being contested in good faith by appropriate proceedings and for which any reserves required by GAAP have been established; (m) Liens arising in connection with Capital Leases; provided that no such Lien shall extend to or cover any assets other than the assets subject to the applicable Capital Leases; (nxv) Liens on any assets in favor 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 in favor of by any other country, country or any political subdivision thereof and created to secure (i) payments pursuant to any contract or statute; or (ii) any indebtedness incurred or guaranteed by a Loan Party thereof, for the purpose of financing all or any Significant Subsidiary to finance part of the purchase price of (or or, in the case of real property, the cost of constructionconstruction on or improvement of) of the any property or assets subject to any such Lien Liens (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue, revenue or similar financesfinancings); 17and (xvi) any renewal, extension or replacement (in whole or in part) of any Lien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) and (xv) above or of any indebtedness secured thereby, provided that such extension, renewal or replacement Lien shall be limited to all or any part of the same Property that secured the Lien extended, renewed or replaced (plus improvements on such Property) and the principal amount of indebtedness secured thereby and not otherwise authorized by clauses (i), (ii), (iv), (v), (vii) and (xv) shall not exceed the principal amount of indebtedness plus any premium or fee payable in connection with any such renewal, extension or replacement so secured at the time of such renewal, extension or replacement.

Liens securing Indebtedness. or other obligations of a Restricted Subsidiary owing by any Subsidiary to the BorrowerIssuer, any other Loan Party, Holdings or a Significant another Restricted Subsidiary; -22- (c12) Liens securing Hedging Obligations; (13) Liens on assets specific items of inventory or other goods and proceeds of any Person existing at K]jkgf k][mjaf_ km[` K]jkgfzk gZda_Ylagfk af j]kh][l g^ ZYfc]jkz Y[[]hlYf[]k* ZYfc guarantees or trade letters of credit issued or created for the time account of such Person becomes a Subsidiaryto facilitate the purchase, shipment or storage of such inventory or other goods; (d14) leases, subleases, licenses or sublicenses, grants or permits (including of intellectual property and software); (15) Liens arising from Uniform Commercial Code (or equivalent statute or equivalent filings, registrations or agreements in foreign jurisdictions) financing statement filings regarding leases, accounts or consignments not prohibited by this Indenture; (16) Liens in favor of the Issuer or any Guarantor; (17) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business; (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Xxxx referred to in the foregoing clauses (6), (7), (8), (9) and (10), this clause (18) and clauses (29) and (30) below; provided that (a) such new Lien shall be limited to all or part of the same property and assets existing that secured the original Lien (plus any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such Liens, and the proceeds and the products thereof and customary security deposits in respect thereof), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount of the Indebtedness (including any Increased Amount) at the time of acquisition thereof; providedsuch refinancing, that refunding, extension, renewal or replacement, and (ii) an amount necessary to pay any costs, fees and expenses, including premiums, tender offer premiums and consent payments, and accrued and unpaid interest related to such Lien shall not extend to any other property of the Borrowerrefinancing, any other Loan Partyrefunding, extension, renewal or a Significant Subsidiaryreplacement; (e19) Liens to secure indebtedness incurred or guaranteed by the Borrower or a Subsidiary to finance the purchase price of land, buildings or equipment, or improvements to or construction of land, buildings, or equipment, which indebtedness is incurred or guaranteed prior to, at the time of, or within 180 days after such acquisition (or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later); provided that such Lien shall extend only to the asset to be acquired or improved with such financing; (f) Liens on any assets of a Person existing at the time such Person is merged into or consolidated with a Loan Party or a Significant Subsidiary; provided, that such Lien shall not extend to any other property of any Loan Party or a Significant Subsidiary; (g) easements, zoning restrictions, encroachments, rights-of-way, leases, subleases and similar encumbrances on real property imposed by law or arising deposits made in the ordinary course of business that do not to secure any monetary obligationsliability to insurance carriers; (h20) statutory, common law and contractual rights Liens securing judgments for the payment of set-off and other similar rights as to deposits money not constituting an Event of cash, securities and other financial assets in favor of banks, other depositary institutions and brokerage institutionsDefault under Section 6.01(a)(5); (i21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation or exportation of goods in the ordinary course of business; (j22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage -23- accounts incurred in the ordinary course of business, and (iii) in favor of banking or other financial institutions or other electronic payment service arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking or finance industry; (23) Liens deemed to exist in connection with Investments in repurchase agreements; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (25) Liens that are contractual rights of set-off contained (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; (k26) Liens arising on the subject property under non-exclusive licensing agreements and leases Equity Interests of Unrestricted Subsidiaries or Foreign Subsidiaries that secure Indebtedness of such Unrestricted Subsidiaries or Foreign Subsidiaries; (27) any encumbrance or restriction (including sub-leasespurchase options, put and call arrangements or similar rights) entered into by with respect to capital stock of any Loan Party joint venture or similar arrangement pursuant to any Subsidiary as licensor joint venture or lessor but not similar agreement and rights of first refusal and tag, drag and similar rights in joint venture agreements or similar arrangement pursuant to any joint venture or similar agreement; (28) Liens on property or assets used to defease or to irrevocably satisfy and discharge Indebtedness; (29) Liens securing any (i) Indebtedness and not materially interfering with the conduct Obligations in respect thereof under Credit Facilities, including any letter of the business of the Borrower or any Subsidiary; (l) Liens for Taxes not delinquent or which are being contested in good faith by appropriate proceedings and for which any reserves required by GAAP have been established; (m) Liens arising in connection with Capital Leasescredit relating thereto; provided that no immediately after giving effect to any such Lien shall extend to or cover any assets other than incurrence, the assets subject then outstanding aggregate principal amount of all such Indebtedness secured by under this clause (29) does not exceed an amount equal to the applicable Capital Leases; sum of (nx) Liens on any assets in favor $2,500 million plus (y) the maximum principal amount of Indebtedness that could be incurred such that giving effect to such incurrence, the Consolidated Secured Debt Ratio does not exceed 4.50 to 1.00 after giving Pro Forma Effect to the incurrence of such Indebtedness and the application of the United States net proceeds therefrom), in each case in this clause (y) with the calculation of America or such Consolidated Secured Debt Ratio excluding any State thereof, or in favor of any other country, or political subdivision thereof concurrent incurrence under clause (x) above; and created to secure (i) payments pursuant to any contract or statute; or (ii) any indebtedness incurred or guaranteed by a Loan Party or any Significant Subsidiary to finance the purchase price Indebtedness and Obligations in respect thereof (or x) under Hedging Obligations entered into for bona fide hedging purposes and not for speculation and (y) in the case respect of real property, the cost of construction) of the assets subject to any such Lien (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue, or similar finances); 17treasury

Liens securing Indebtedness. owing by any a Restricted Subsidiary to the Borrower, Company or any other Loan Party, or a Significant Subsidiarywholly-owned Subsidiary of the Company; (civ) Liens on assets Property of any Person entity, or on the stock, indebtedness or other obligations of such entity, existing at the time (a) such Person entity becomes a Restricted Subsidiary; , (db) Liens on assets existing at the time of acquisition thereof; provided, that such Lien shall not extend to any other property of the Borrower, any other Loan Party, or a Significant Subsidiary; (e) Liens to secure indebtedness incurred or guaranteed by the Borrower or a Subsidiary to finance the purchase price of land, buildings or equipment, or improvements to or construction of land, buildings, or equipment, which indebtedness is incurred or guaranteed prior to, at the time of, or within 180 days after such acquisition (or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later); provided that such Lien shall extend only to the asset to be acquired or improved with such financing; (f) Liens on any assets of a Person existing at the time such Person entity is merged into or consolidated with a Loan Party the Company or a Significant SubsidiaryRestricted Subsidiary or (c) the Company or a Restricted Subsidiary acquires all or substantially all of the assets of such entity; provided, provided that no such Lien shall not extend -------- extends to any other property Property of the Company or any Loan Party or a Significant other Restricted Subsidiary; (gv) easements, zoning restrictions, encroachments, rights-of-way, leases, subleases and similar encumbrances Liens on real property imposed by law or arising in the ordinary course of business that do not Property to secure any monetary obligationsindebtedness incurred to provide funds for all or any part of the cost of development of or improvements to such Property; (h) statutory, common law and contractual rights of set-off and other similar rights as to deposits of cash, securities and other financial assets in favor of banks, other depositary institutions and brokerage institutions; (ivi) Liens on the Property of the Company or any of its Restricted Subsidiaries securing (a) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the securing of debt), (b) contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of a like nature, in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation or exportation of goods each case, incurred in the ordinary course of business; (jvii) Liens securing Capital Lease Obligations, provided that are contractual (a) any -------- 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 contained 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 purchase orders entered into with customers 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; (kxii) Liens arising 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 subject real property under non-exclusive licensing agreements and leases (including sub-leases) entered into by any Loan Party 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 licensor 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 lessor but not securing any Indebtedness and not materially interfering with impair its use in the conduct operation of the business of the Borrower or any SubsidiaryCompany and its Subsidiaries; (l) Liens for Taxes not delinquent or which are being contested in good faith by appropriate proceedings and for which any reserves required by GAAP have been established; (m) Liens arising in connection with Capital Leases; provided that no such Lien shall extend to or cover any assets other than the assets subject to the applicable Capital Leases; (nxv) Liens on any assets in favor 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 in favor of by any other country, country or any political subdivision thereof and created to secure (i) payments pursuant to any contract or statute; or (ii) any indebtedness incurred or guaranteed by a Loan Party thereof, for the purpose of financing all or any Significant Subsidiary to finance part of the purchase price of (or or, in the case of real property, the cost of constructionconstruction on or improvement of) of the any property or assets subject to any such Lien Liens (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue, revenue or similar financesfinancings); 17and (xvi) any renewal, extension or replacement (in whole or in part) of any Lien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) and (xv) above or of any indebtedness secured thereby, provided that such extension, renewal or replacement Lien shall be limited to all or any part of the same Property that secured the Lien extended, renewed or replaced (plus improvements on such Property) and the principal amount of indebtedness secured thereby and not otherwise authorized by clauses (i), (ii), (iv), (v), (vii) and (xv) shall not exceed the principal amount of indebtedness plus any premium or fee payable in connection with any such renewal, extension or replacement so secured at the time of such renewal, extension or replacement.

Liens securing Indebtedness. owing by any a Restricted Subsidiary to the Borrower, Company or any other Loan Party, or a Significant Subsidiarywholly-owned Subsidiary of the Company; (civ) Liens on assets Property of any Person entity, or on the stock, indebtedness or other obligations of such entity, existing at the time (a) such Person entity becomes a Restricted Subsidiary; , (db) Liens on assets existing at the time of acquisition thereof; provided, that such Lien shall not extend to any other property of the Borrower, any other Loan Party, or a Significant Subsidiary; (e) Liens to secure indebtedness incurred or guaranteed by the Borrower or a Subsidiary to finance the purchase price of land, buildings or equipment, or improvements to or construction of land, buildings, or equipment, which indebtedness is incurred or guaranteed prior to, at the time of, or within 180 days after such acquisition (or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later); provided that such Lien shall extend only to the asset to be acquired or improved with such financing; (f) Liens on any assets of a Person existing at the time such Person entity is merged into or consolidated with a Loan Party the 7 Company or a Significant SubsidiaryRestricted Subsidiary or (c) the Company or a Restricted Subsidiary acquires all or substantially all of the assets of such entity; provided, provided that no such Lien shall not extend extends to any other property Property of the Company -------- or any Loan Party or a Significant other Restricted Subsidiary; (gv) easements, zoning restrictions, encroachments, rights-of-way, leases, subleases and similar encumbrances Liens on real property imposed by law or arising in the ordinary course of business that do not Property to secure any monetary obligationsindebtedness incurred to provide funds for all or any part of the cost of development of or improvements to such Property; (h) statutory, common law and contractual rights of set-off and other similar rights as to deposits of cash, securities and other financial assets in favor of banks, other depositary institutions and brokerage institutions; (ivi) Liens on the Property of the Company or any of its Restricted Subsidiaries securing (a) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the securing of debt), (b) contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of a like nature, in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation or exportation of goods each case, incurred in the ordinary course of business; (jvii) Liens securing Capital Lease Obligations, provided that are contractual (a) any -------- 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 contained 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 purchase orders entered into with customers 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; (kxii) Liens arising 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 subject real property under non-exclusive licensing agreements and leases (including sub-leases) entered into by any Loan Party 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 licensor 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 lessor but not securing any Indebtedness and not materially interfering with impair its use in the conduct operation of the business of the Borrower or any SubsidiaryCompany and its Subsidiaries; (l) Liens for Taxes not delinquent or which are being contested in good faith by appropriate proceedings and for which any reserves required by GAAP have been established; (m) Liens arising in connection with Capital Leases; provided that no such Lien shall extend to or cover any assets other than the assets subject to the applicable Capital Leases; (nxv) Liens on any assets in favor 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 in favor of by any 8 other country, country or any political subdivision thereof and created to secure (i) payments pursuant to any contract or statute; or (ii) any indebtedness incurred or guaranteed by a Loan Party thereof, for the purpose of financing all or any Significant Subsidiary to finance part of the purchase price of (or or, in the case of real property, the cost of constructionconstruction on or improvement of) of the any property or assets subject to any such Lien Liens (including, but not limited to, Liens incurred in connection with pollution control, industrial revenuerevenue or similar financings); and (xvi) any renewal, extension or replacement (in whole or in part) of any Lien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) and (xv) above or of any indebtedness secured thereby, provided that such extension, renewal or replacement Lien shall be limited to all or any part of the same Property that secured the Lien extended, renewed or replaced (plus improvements on such Property) and the principal amount of indebtedness secured thereby and not otherwise authorized by clauses (i), (ii), (iv), (v), (vii) and (xv) shall not exceed the principal amount of indebtedness plus any premium or fee payable in connection with any such renewal, extension or replacement so secured at the time of 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 particular 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 any interest therein or any income or profits therefrom, including capital stock and indebtedness of Subsidiaries. "Receivables Subsidiary" means a special purpose wholly-owned Subsidiary created in connection with any transactions that may be entered into by the 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 financesto 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 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 members of the board of directors, managers or trustees of such Subsidiary (other than stock or other ownership or equity interests having such power only by reason of the happening of a contingency); 17. SECTION 102.

Liens securing Indebtedness. owing by any Subsidiary to the Borrower, any or other Loan Party, or a Significant Subsidiary; (c) Liens on assets obligations of any Person existing at the time such Person becomes a Subsidiary; (d) Liens on assets existing at the time of acquisition thereof; provided, that such Lien shall not extend to any other property of the Borrower, any other Loan Party, or a Significant Subsidiary; (e) Liens to secure indebtedness incurred or guaranteed by the Borrower or a Subsidiary Guarantor owing to finance the purchase price of land, buildings or equipment, or improvements to or construction of land, buildings, or equipment, which indebtedness is incurred or guaranteed prior to, at the time of, or within 180 days after such acquisition (or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later); provided that such Lien shall extend only to the asset any Loan Party permitted to be acquired or improved Incurred in accordance with such financingSection 7.01; (f11) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12) Liens on any assets specific items of a Person existing at the time such Person is merged into inventory or consolidated with a Loan Party or a Significant Subsidiary; provided, that such Lien shall not extend to any other property goods and proceeds of any Loan Party Person securing such Person’s obligations in respect of bankers’ acceptances or a Significant Subsidiary; (g) easements, zoning restrictions, encroachments, rights-of-way, leases, subleases and similar encumbrances on real property imposed by law or arising letters of credit entered into in the ordinary course of business that do not secure any monetary obligationsissued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (h13) statutoryleases, common law and contractual rights subleases, licenses, sublicenses, occupancy agreements or assignments of set-off and other similar rights as to deposits or in respect of cash, securities and other financial assets in favor of banks, other depositary institutions and brokerage institutionsreal or personal property; (i14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15) Liens in favor of customs the Borrower or any Subsidiary Guarantor; (16) (i) Liens on accounts receivable and revenue authorities arising as a matter related assets of law to secure payment the type specified in the definition of customs duties “Receivables Financing” Incurred in connection with the importation a Qualified Receivables Financing, (ii) Liens securing Indebtedness or exportation other obligations of goods any Receivables Subsidiary and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into in the ordinary course of business; (j17) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations; (18) Liens that are contractual on the Equity Interests of Unrestricted Subsidiaries; (19) grants of intellectual property, software and other technology licenses; (20) judgment and attachment Liens not giving rise to an Event of Default pursuant to Section 8.01(f), (g) or (h) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings; (21) Liens arising out of set-off contained in purchase orders conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into with customers in the ordinary course of business; (k22) Liens arising on the subject property under non-exclusive licensing agreements Incurred to secure Cash Management Services and leases other “bank products” (including sub-leasesthose described in Sections 7.01(j) entered into by any Loan Party or any Subsidiary as licensor or lessor but not securing any Indebtedness and not materially interfering with the conduct of the business of the Borrower or any Subsidiary(w)); (l23) Liens for Taxes not delinquent to secure any refinancing, refunding, extension, renewal or which are being contested in good faith by appropriate proceedings and for which any reserves required by GAAP have been established; replacement (mor successive refinancings, refundings, extensions, renewals or replacements) Liens arising in connection with Capital Leases; provided that no such Lien shall extend to or cover any assets other than the assets subject to the applicable Capital Leases; (n) Liens on any assets in favor of the United States of America or any State thereofas a whole, or in favor part, of any other countryIndebtedness secured by any Lien referred to in the foregoing clauses (7), (8), (9) or (11), or political subdivision thereof and created to secure succeeding clauses (i24), (25), (50) payments pursuant to any contract or statute; or (ii51) any indebtedness incurred of this definition or guaranteed by a Loan Party this clause (23); provided, however, that (x) such new Lien shall be limited to all or any Significant Subsidiary to finance part of the purchase price same property that secured the original Lien (or plus improvements on such property, replacements of such property, additions and accessions thereto, after-acquired property and the proceeds and the products of the foregoing and customary security deposits in respect thereof and, in the case of real property, the cost multiple financings of constructionequipment (or assets affixed or appurtenant thereto and additions and accessions) of the assets subject to any such Lien (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue, or similar finances); 17provided by any