Common use of Liens securing Indebtedness Clause in Contracts

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

Liens securing Indebtedness. The Issuer will not, nor will it permit any of its Subsidiaries to, create, assume, incur a Person existing at the time such Person becomes a Subsidiary of Borrower or suffer to exist any is merged with or into Borrower or a Subsidiary of Borrower and Liens upon any of its property on assets or assets (including Capital Stock of any Subsidiary), whether owned on the date of this Indenture or thereafter acquired, to secure any Indebtedness of the Issuer or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness for so long as such Indebtedness is so secured. Notwithstanding the foregoing, under this Indenture, the Issuer may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any Lien upon any property or assets (including Capital Stock of any Subsidiary) to secure Indebtedness of the Issuer or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such Lien and all similar Liens under this clause (b), does not exceed the greater of $1.5 billion and 15% of Consolidated Net Tangible Assets, determined properties at the time of incurrence acquisition thereof, provided that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof and do not extend to any other assets (and any renewals, extensions and refinancings, but not increases of the principal amount of such Indebtedness except by an amount no greater than accrued and unpaid interest in respect of such Indebtedness and any fees, premiums and expenses relating to such renewal, extension or refinancing); (i) Liens securing seller financing incurred in connection with the acquisition of an asset, provided that such Lien is incurred at the time of such acquisition and such Lien encumbers only the asset so acquired (and any renewals, extensions and refinancings, but not increases or refundings, of such Indebtedness, or ); (cj) Liens securing land deposits from third parties; (k) Liens pursuant to any Lien upon any property or assets Loan Document; (including Capital Stock of any Subsidiaryl) that were not owned Liens against the Equity Interests held by the Issuer Borrower or any of its Subsidiaries on in a (x) joint venture securing (i) Indebtedness of such joint venture or (ii) obligations owing to any joint venture partner or (y) Subsidiary securing Indebtedness of such Subsidiary and is otherwise non-recourse to the Borrower or any other Subsidiary (other than customary “bad boy” Guarantees); (m) Liens (i) arising pursuant to vexatious, frivolous or meritless claims, suits, actions or filings, or other similar bad faith actions, taken by a Person not an Affiliate of Borrower; provided that a Loan Party is disputing such Lien in good faith by appropriate proceedings and such Lien is released within ninety (90) days of the date such Lien arose or (ii) securing judgments to the extent not constituting an Event of Default pursuant to Section 8.01(h); (n) Liens securing Swap Obligations arising in the ordinary course of business and not for speculative purposes; (o) Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of setoff or similar rights as to deposit accounts or other funds maintained with a creditor depository institution; (p) (i) Liens securing obligations (not constituting Indebtedness) to third parties, in connection with joint 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), Liens, encumbrances and restrictions arising in purchase and sale contracts, in each case of subclauses (i) and (ii), incurred in the ordinary course of business; (q) 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 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 order below that can be determined by Administrative Agent applicable to 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 time in its reasonable discretion or (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 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 (30) day notice period has been waived. “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of 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 8.02, 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 Indenture 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 (1) 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 (2) Lenders that are owned by a Subsidiary not Affiliates of each other. At any time that all but one (1) of the Issuer formed 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 acquired after the date controller of this Indenture (an “Excluded Subsidiary”)a Loan Party, provided that such Liens under this clause (c) do not extend to assets other than those and solely for purposes of the Excluded Subsidiary.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 the applicable Loan Party so designated by any of the foregoing officers in a notice to Administrative Agent

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

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