Common use of Liens securing Indebtedness Clause in Contracts

Liens securing Indebtedness. or other obligations of the Borrower or a Subsidiary Guarantor owing to any Loan Party permitted to be Incurred in accordance with Section 7.01; (11) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property; (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15) Liens in favor of the Borrower or any Subsidiary Guarantor; (16) (i) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing, (ii) Liens securing Indebtedness or other obligations of 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; (17) 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 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 conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (22) Liens Incurred to secure Cash Management Services and other “bank products” (including those described in Sections 7.01(j) and (w)); (23) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7), (8), (9) or (11), or succeeding clauses (24), (25), (50) or (51) of this definition or this clause (23); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (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 multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any

Liens securing Indebtedness. of a Person existing at the time such Person becomes a Subsidiary of Borrower or other obligations of the is merged with or into Borrower or a Subsidiary Guarantor of Borrower and Liens on assets or properties at the time of 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); (j) Liens securing land deposits from third parties; (k) Liens pursuant to any Loan Document; (l) Liens against the Equity Interests held by Borrower or any of its Subsidiaries 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 permitted 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 be Incurred in accordance with the extent not constituting an Event of Default pursuant to Section 7.018.01(h); (11n) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into Obligations arising in the ordinary course of business issued or created and not for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goodsspeculative purposes; (13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property; (14o) Liens arising from Uniform Commercial Code financing statement filings regarding operating leasesby virtue of any statutory or common law provisions relating to banker’s Liens, Non-Finance Lease Obligations rights of setoff or consignmentssimilar rights as to deposit accounts or other funds maintained with a creditor depository institution; (15) Liens in favor of the Borrower or any Subsidiary Guarantor; (16p) (i) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred securing obligations (not constituting Indebtedness) to third parties, in connection with a Qualified Receivables Financingjoint development agreements with such third parties, to perform and/or pay for or reimburse the costs of construction and/or development related to or benefiting the property 4877- 6131- 2829 v.16 22 belonging to such third parties, and (ii) to the extent constituting Liens (and not securing Indebtedness or other obligations Indebtedness), Liens, encumbrances and restrictions arising in purchase and sale contracts, in each case of any Receivables Subsidiary subclauses (i) and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into ii), incurred in the ordinary course of business; (17q) deposits made leases or subleases granted to others not materially interfering with the ordinary business of Borrower and or any of its Subsidiaries; and (r) Liens securing other Indebtedness or obligations in an aggregate amount not to exceed $100,000,000 at any time outstanding. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other security provided entity. “Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of Borrower or any ERISA Affiliate or any such Plan to which Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees. “Platform” has the meaning specified in Section 6.02. “Pre-Adjustment Successor Rate” has the meaning specified in Section 3.03(c). “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “Public Lender” has the meaning specified in Section 6.02. “Real Estate” means land, rights in land and interests therein (including leasehold interests), and equipment, structures, improvements, furnishings, fixtures and buildings (including a mobile home installed on a developed site) located on or used in connection with land, rights in land or interests therein (including leasehold interests), but shall not include mortgages or interests therein. “Recipient” means Administrative Agent, any Lender, L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder. “Reference Rate” means Daily SOFR or the Base Rate, as applicable, or a Successor Rate calculated with respect to a daily index, and for which no Interest Period applies. “Reference Rate Loan” means a Loan bearing interest with reference to a Reference Rate. “Register” has the meaning specified in Section 10.07(c). “Related Adjustment” means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the ordinary course of business order below that can be determined by Administrative Agent applicable to secure liability such LIBOR Successor Rate: (a) the spread adjustment, or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the relevant Pre-Adjustment Successor Rate (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto) and which adjustment or method (x) is published on an information service as selected by Administrative Agent from time to insurance carriers time in its reasonable discretion or under self-insurance arrangements in (y) solely with respect to Term SOFR, if not currently 4877- 6131- 2829 v.16 23 published, which was previously so recommended for Term SOFR and published on an information service acceptable to Administrative Agent; or (b) the spread adjustment that would apply (or has previously been applied) to the fallback rate for a derivative transaction referencing the ISDA Definitions (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto). “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such obligations; Person and of such Person’s Affiliates. “Relevant Governmental Body” means the Board of Governors of the Federal Reserve Board and/System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve Board and/System or the Federal Reserve Bank of New York, or any successor thereto. “Relevant Rate” means Daily SOFR, Term SOFR, Base Rate, and any Successor Rate. “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (1830) Liens on the Equity Interests day notice period has been waived. “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Unrestricted Subsidiaries; Loans, a Loan Notice and (19b) grants of intellectual property, software and other technology licenses; (20) judgment and attachment Liens not giving rise with respect to an Event L/C Credit Extension, a Letter of Default Credit Application. “Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders or, if the commitment of each Lender to make Loans and the obligation of L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.01(f8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s participation in L/C Obligations being deemed “held” by such Lender for purposes of this computation). The Total Credit Exposure of, and Total Outstandings held by, any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the L/C Issuer in making such determination. At any time that there is only (g1) Lender, then “Required Lenders” means such Lender. At any time there are two (2) or more Lenders, then, subject to the following sentence, “Required Lenders” means at least two (h2) Lenders that are not Affiliates of each other. At any time that all but one (1) of the Lenders are Defaulting Lenders, then “Required Lenders” shall mean the non-Defaulting Lender. “Rescindable Amount” has the meaning specified in Section 2.11(b)(iii). “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Section II, any other officer or employee of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings; (21) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (22) Liens Incurred to secure Cash Management Services and other “bank products” (including those described in Sections 7.01(j) and (w)); (23) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured applicable Loan Party so designated by any Lien referred to in the foregoing clauses (7), (8), (9) or (11), or succeeding clauses (24), (25), (50) or (51) of this definition or this clause (23); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (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 officers in respect thereof and, in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by anya notice to Administrative Agent

Liens securing Indebtedness. or other obligations of the Borrower or a Subsidiary Guarantor owing to any Loan Party permitted to be Incurred in accordance with Section 7.01; (11) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property; (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15) Liens in favor of the Borrower or any Subsidiary Guarantor; (16) (i) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing, (ii) Liens securing Indebtedness or other obligations of 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; (17) 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 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 conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (22) Liens Incurred to secure Cash Management Services and other “bank products” (including those described in Sections 7.01(j) and (w)); (23) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) or (11), or succeeding clauses (24), (25), (5028), (47), (49) or (5150) of this definition or this clause (23); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (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 multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any)

Liens securing Indebtedness. owing by a Restricted Subsidiary to the Company or any wholly-owned Subsidiary of the Company; (iv) Liens on Property of any entity, or on the stock, indebtedness or other obligations of such entity, existing at the Borrower time (a) such entity becomes a Restricted Subsidiary, (b) such entity is merged into or consolidated with the 7 Company or a Restricted Subsidiary Guarantor owing 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 Loan Party permitted to be Incurred in accordance with Section 7.01other Property of the Company -------- or any other Restricted Subsidiary; (11) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12v) Liens on specific items Property to secure any indebtedness incurred to provide funds for all or any part of inventory the cost of development of or other goods and proceeds of any Person securing improvements to such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goodsProperty; (13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property; (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15) Liens in favor of the Borrower or any Subsidiary Guarantor; (16) (ivi) Liens on accounts receivable and related assets the Property of the type specified in 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 definition securing of “Receivables Financing” Incurred in connection with a Qualified Receivables Financingdebt), (iib) Liens securing Indebtedness or contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of any Receivables Subsidiary and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into a like nature, in each case, incurred in the ordinary course of business; (17vii) deposits made Liens securing Capital Lease Obligations, provided that (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 or similar rights and remedies as to deposit accounts or other security 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 ordinary course of business Federal Reserve Board and such deposit account is not intended by the Company or such Restricted Subsidiary to secure liability provide collateral to insurance carriers or under self-insurance arrangements in respect of such obligationsthe depository institution; (18ix) Liens on the Equity Interests of Unrestricted Subsidiariespledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation; (19x) grants of intellectual property, software statutory and other technology licenses; (20) judgment and attachment tax Liens for sums not giving rise to an Event of Default pursuant to Section 8.01(f), (g) yet due or (h) and notices of lis pendens and associated rights related to litigation delinquent or which are being contested or appealed in good faith by appropriate proceedings; (21xi) Liens arising out solely by operation of conditional salelaw, title retentionsuch as mechanics', consignment materialmen's, warehouseman's and carriers' Liens and Liens of landlords or similar arrangements for the sale of goods entered into mortgages of landlords, on fixtures and movable Property located on premises leased in the ordinary course of business; (22xii) Liens Incurred on personal Property, other than shares of stock or indebtedness of any Restricted Subsidiary, to secure Cash Management Services 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 “bank products” 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 those described xiv) in Sections 7.01(jthe 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, 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 Lien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) and (w)); (23xv) Liens to secure above or of any refinancingindebtedness secured thereby, refunding, provided that such extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7), (8), (9) or (11), or succeeding clauses (24), (25), (50) or (51) of this definition or this clause (23); provided, however, that (x) such new Lien shall be limited to all or any part of the same property Property that secured the original Lien extended, renewed or replaced (plus improvements on such propertyProperty) and the principal amount of indebtedness secured thereby and not otherwise authorized by clauses (i), replacements (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 propertyrenewal, additions 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 accessions 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 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, after-acquired property in each case as amended from time to time. "Security Register" and "Security Registrar" have the proceeds 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 the products payable. "Subsidiary" means a corporation, partnership, limited liability company or other business organization, whether or not incorporated, a majority of the foregoing and customary security deposits in respect thereof andVoting Securities of which are owned, directly or indirectly, by the Company. "Trustee" means the Person named as the "Trustee" in the case first paragraph of multiple financings this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of equipment 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 assets affixed other ownership or appurtenant thereto and additions and accessions) provided equity interests having such power only by anyreason of the happening of a contingency). SECTION 102.

Liens securing Indebtedness. owing by a Restricted Subsidiary to the Company or any wholly-owned Subsidiary of the Company; (iv) Liens on Property of any entity, or on the stock, indebtedness or other obligations of such entity, existing at the Borrower time (a) such entity becomes a Restricted Subsidiary, (b) such entity is merged into or consolidated with the Company or a Restricted Subsidiary Guarantor owing 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 Loan Party permitted to be Incurred in accordance with Section 7.01other Property of the Company or any other Restricted Subsidiary; (11) Liens securing Swap Contracts Incurred in accordance with Section 7.01; (12v) Liens on specific items Property to secure any indebtedness incurred to provide funds for all or any part of inventory the cost of development of or other goods and proceeds of any Person securing improvements to such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goodsProperty; (13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property; (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases, Non-Finance Lease Obligations or consignments; (15) Liens in favor of the Borrower or any Subsidiary Guarantor; (16) (ivi) Liens on accounts receivable and related assets the Property of the type specified in 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 definition securing of “Receivables Financing” Incurred in connection with a Qualified Receivables Financingdebt), (iib) Liens securing Indebtedness or contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of any Receivables Subsidiary and (iii) Liens on accounts receivable and related assets Incurred pursuant to factoring arrangements entered into a like nature, in each case, incurred in the ordinary course of business; (17vii) deposits made Liens securing Capital Lease Obligations, provided that (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 or similar rights and remedies as to deposit accounts or other security 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 ordinary course of business Federal Reserve Board and such deposit account is not intended by the Company or such Restricted Subsidiary to secure liability provide collateral to insurance carriers or under self-insurance arrangements in respect of such obligationsthe depository institution; (18ix) Liens on the Equity Interests of Unrestricted Subsidiariespledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation; (19x) grants of intellectual property, software statutory and other technology licenses; (20) judgment and attachment tax Liens for sums not giving rise to an Event of Default pursuant to Section 8.01(f), (g) yet due or (h) and notices of lis pendens and associated rights related to litigation delinquent or which are being contested or appealed in good faith by appropriate proceedings; (21xi) Liens arising out solely by operation of conditional salelaw, title retentionsuch as mechanics', consignment materialmen's, warehouseman's and carriers' Liens and Liens of landlords or similar arrangements for the sale of goods entered into mortgages of landlords, on fixtures and movable Property located on premises leased in the ordinary course of business; (22xii) Liens Incurred on personal Property, other than shares of stock or indebtedness of any Restricted Subsidiary, to secure Cash Management Services 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 “bank products” 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 those described xiv) in Sections 7.01(jthe 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, 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 Lien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) and (w)); (23xv) Liens to secure above or of any refinancingindebtedness secured thereby, refunding, provided that such extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7), (8), (9) or (11), or succeeding clauses (24), (25), (50) or (51) of this definition or this clause (23); provided, however, that (x) such new Lien shall be limited to all or any part of the same property Property that secured the original Lien extended, renewed or replaced (plus improvements on such propertyProperty) and the principal amount of indebtedness secured thereby and not otherwise authorized by clauses (i), replacements (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 propertyrenewal, 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 multiple financings of equipment (extension or assets affixed or appurtenant thereto and additions and accessions) provided by anyreplacement.