Common use of Liens, Etc Clause in Contracts

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens; (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.

Liens, Etc. Create Issue, assume or suffer to existguarantee, or permit any of its Material Subsidiaries owning Restricted Property to create issue, assume or suffer to existguarantee, any Lien Debt secured by Liens on or with respect to any of Restricted Property without effectively providing that its properties, whether now owned or hereafter acquired, or assign, or permit obligations to the Lenders under this Agreement and any of its Material Subsidiaries to assignthe Notes shall be secured equally and ratably with such Debt so long as such Debt shall be so secured, any right to receive income, other thanexcept that the foregoing shall not apply to: (i) Permitted Liens; (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal affecting property acquired or held by of the Borrower Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens its Subsidiaries existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) Effective Date or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Borrower Company or any Subsidiary of the Borrower or becomes a Subsidiary of the BorrowerCompany; (ii) Liens on property of the Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Debt incurred prior to, at the time of or within 24 months after acquisition thereof for the purpose of financing all or part of the purchase price thereof; (iii) Liens on property of the Company or its Subsidiaries (in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Debt incurred to provide funds for any such purpose; (iv) Liens with respect which secure only Debt owing by a Subsidiary of the Company to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect Company or to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any another Subsidiary of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAPCompany; (v) other assignments Liens in favor of the right United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to receive income secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject thereto, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; or (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Debt secured thereby, provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Lien shall be limited to all or part of the property which secured the Lien extended, renewed or replaced (plus improvements on such property); provided, however, that, the Company and any one or more Subsidiaries owning Restricted Property may issue, assume or guarantee Debt secured by Liens securing Indebtedness or claims which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under clause (i) through (vi) above) and the aggregate value of the Sale and Leaseback Transactions in existence at such time, does not at any one time exceed 2010% of the Borrower’s total assets as stated on the most recent balance sheet Net Tangible Assets of the Borrower Company and its Consolidated Subsidiaries; and provided pursuant further that the following type of transaction, among others, shall not be deemed to Section 4.01(e)(i) create Debt secured by Liens: Liens required by any contract or 5.01(h)(ii) hereof statute in order to permit the Company or any of its Subsidiaries to perform any contract or subcontract made by it with or at the request of the United States of America, any time outstanding; and (vi) the replacementforeign country or any department, extension agency or renewal instrumentality of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured therebyforegoing jurisdictions.

Liens, Etc. Create or suffer to exist, or permit any Significant Subsidiary of its Material Subsidiaries the Borrower to create or suffer to exist, any Lien on upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assignwithout limitation, any right shares of any class of equity security of any Significant Subsidiary of the Borrower), in each case to receive incomesecure or provide for the payment of Indebtedness, other than: than (i) Permitted liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which the Borrower or Significant Subsidiary is a party, (C) [reserved], (D) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money), or (E) materialmen’s, mechanics’, carriers’, workers’, repairmen’s or other like Liens incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain in the release of such Liens; ; (ii) Liens purchase money liens or purchase money security interests upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real or personal property acquired or held by the Borrower or any Significant Subsidiary in the ordinary course of business to business, which secure the purchase price of such property, property or the construction of or improvements to such property, or to secure Indebtedness indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement acquisition of such property), or ; (iii) Liens existing on such property acquired by the Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of its acquisition (other than any the Borrower or Significant Subsidiary or is merged into or consolidated with the Borrower or Significant Subsidiary; provided, in each case, that such Liens created in contemplation of such acquisition that were not incurred created to finance secure the acquisition of such propertyPerson; (iv) or extensionsLiens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, renewals, refundings or replacements so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in connection with the applicable Permitted Securitization; (vii) Liens securing Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of or pledged to counterparties with respect to Permitted Obligations of the foregoing Borrower or any of its Significant Subsidiaries; (ix) Liens on cash or cash equivalents to defease Indebtedness of the Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to the same purchaser of such assets; (xi) Liens securing obligations in respect of pollution control or a lesser amountindustrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the equipment, project, nuclear fuel or other assets financed with the proceeds of such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which the Borrower or Significant Subsidiary is liable as lessee; provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary assets of the Borrower or becomes a Significant Subsidiary of other than the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant or Significant Subsidiary subject to Section 4.01(e)(isuch lease and proceeds thereof; and (xiii) Liens created for the sole purpose of refinancing, extending, renewing or 5.01(h)(iireplacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) hereof through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, if greater, the aggregate lending commitment) so secured at any the time outstanding; and (vi) the of such refinancing, extension, renewal or replacement, extension and that such refinancing, extension, renewal or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension as the case may be, shall be limited to all or renewal (without increase in the amount or change in any direct or contingent obligor) a part of the property or Indebtedness that secured therebythe Lien so extended, renewed or replaced (and any improvements on such property).

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;Liens and Liens on assets of Subsidiaries of the Borrower for the benefit of other Subsidiaries of the Borrower or for the benefit of the Borrower, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real or personal property assets acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, assets or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)assets, or Liens existing on such property assets at the time of or substantially contemporaneously with its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyassets) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property assets being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;. (iii) assignments of the right to receive income, Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) ; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with respect to the leases and related documents entered into Borrower or such Subsidiary or acquired by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Subsidiary, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness Debt secured thereby, (vi) Liens on any capital stock which is not Voting Stock, and on not more than 20% of the Voting Stock, of any Foreign Subsidiary securing Debt of the Borrower or any Foreign Subsidiary in an aggregate amount at any time outstanding for the Borrower and all Foreign Subsidiaries not to exceed 25% of Net Worth; and (vii) Liens not otherwise permitted by this Section 5.02(a) securing obligations in an aggregate amount not to exceed 10% of Net Worth.

Liens, Etc. Create The Borrower will not create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on Lien, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other thanin each case to secure or provide for the payment of any Indebtedness of any Person, unless the Borrower’s obligations hereunder shall be secured equally and ratably with, or prior to, any such Indebtedness; provided however that the foregoing restriction shall not apply to the following Liens which are permitted: (ia) Permitted LiensLiens on assets of any Subsidiary of the Borrower existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary); (iib) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real or personal property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, property or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject (provided that the amount of Indebtedness secured by such Lien does not exceed 100% of the purchase price of such property and transaction costs relating to such acquisition); and Liens (including on any Liens placed on such property within 180 days after acquired by the latest of the acquisition, completion of construction Borrower or improvement of such property), or Liens any Subsidiary existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition acquisition); and the interest of the lessor thereof in any property that were not is subject to a Capital Lease; (c) any Lien securing Indebtedness that was incurred prior to finance or during construction or improvement of property for the acquisition purpose of financing all or part of the cost of such propertyconstruction or improvement, provided that the amount of Indebtedness secured by such Lien does not exceed 100% of the fair market value of such property after giving effect to such construction or improvement; (d) any Lien securing Indebtedness of a Subsidiary owing to the Borrower; (e) Liens resulting from any extension, renewal or replacement (or successive extensions, renewalsrenewals or replacements), refundings in whole or replacements in part, of any Indebtedness secured by any Lien referred to in clauses (a), (b) and (c) above so long as (i) the aggregate principal amount of the foregoing for the same or such Indebtedness shall not increase as a lesser amount, provided, however, that no such Lien shall extend to or cover any properties result of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewalrenewal or replacement and (ii) Liens resulting from any such extension, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to only such property which secured the Lien Indebtedness that is being extended, renewed, refunded renewed or replaced; (iiif) assignments of the right to receive income, and Liens on property, accounts receivable resulting from the sale of a Person existing at the time such Person is merged into or consolidated with accounts receivable by the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; , so long as, at any time, the aggregate outstanding amount of such accounts receivable does not, together with the amount of Indebtedness secured by Liens permitted by clause (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interestsg), whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 2010% of the BorrowerConsolidated stockholder’s total assets as stated on the most recent balance sheet equity of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstandingand its Subsidiaries; and (vig) Liens other than Liens described in clauses (a) through (f) hereof, whether now existing or hereafter arising, securing Indebtedness in an aggregate amount that does not, together with the replacement, extension or renewal amount of any Lien accounts receivable subject to Liens permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacementf), extension or renewal (without increase in the amount or change in any direct or contingent obligor) exceed 10% of the Indebtedness secured therebyConsolidated stockholder’s equity of the Borrower and its Subsidiaries.

Liens, Etc. Create Issue, assume or suffer to existguarantee, or permit any of its Material Subsidiaries owning Restricted Property to create issue, assume or suffer to existguarantee, any Lien Debt secured by Liens on or with respect to any of Restricted Property without effectively providing that its properties, whether now owned or hereafter acquired, or assign, or permit obligations to the Lenders under this Agreement and any of its Material Subsidiaries to assignthe Notes shall be secured equally and ratably with such Debt so long as such Debt shall be so secured, any right to receive income, other thanexcept that the foregoing shall not apply to: (i) Permitted Liens; (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal affecting property acquired or held by of the Borrower Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens its Subsidiaries existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) Restatement Date or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Borrower Company or any Subsidiary of the Borrower or becomes a Subsidiary of the BorrowerCompany; (ii) Liens on property of the Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Debt incurred prior to, at the time of or within 24 months after acquisition thereof for the purpose of financing all or part of the purchase price thereof; (iii) Liens on property of the Company or its Subsidiaries (in the case of property that is, in the opinion of the Board of Directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Debt incurred to provide funds for any such purpose; (iv) Liens with respect which secure only Debt owing by a Subsidiary of the Company to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect Company or to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any another Subsidiary of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAPCompany; (v) other assignments Liens in favor of the right United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to receive income secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject thereto, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; or (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Debt secured thereby, provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Lien shall be limited to all or part of the property which secured the Lien extended, renewed or replaced (plus improvements on such property); provided, however, that, the Company and any one or more Subsidiaries owning Restricted Property may issue, assume or guarantee Debt secured by Liens securing Indebtedness or claims which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under clause (i) through (vi) above) and the aggregate value of the Sale and Leaseback Transactions in existence at such time, does not at any one time exceed 2010% of the Borrower’s total assets as stated on the most recent balance sheet Net Tangible Assets of the Borrower Company and its Consolidated Subsidiaries; and provided pursuant further that the following type of transaction, among others, shall not be deemed to Section 4.01(e)(i) create Debt secured by Liens: Liens required by any contract or 5.01(h)(ii) hereof statute in order to permit the Company or any of its Subsidiaries to perform any contract or subcontract made by it with or at the request of the United States of America, any time outstanding; and (vi) the replacementforeign country or any department, extension agency or renewal instrumentality of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured therebyforegoing jurisdictions.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens; (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with securing obligations in respect to, any real or personal property acquired or held by the Borrower of Debt (including Debt in respect of Capital Leases) of Rayonier or any Subsidiary in of its Subsidiaries incurred to finance (x) the ordinary course acquisition, replacement or construction of business to secure the purchase price of such property, or (y) the construction repair or improvement of property, up to an aggregate total Debt amount not to exceed $50,000,000 with respect to all such repairs and improvements; provided that (A) such Liens attach concurrently with or improvements within 180 days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Debt, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (C) such Liens do not at any time extend to or cover any assets (except for additions and accessions to such property, replacements and products thereof and customary security deposits) other than the property subject to, or to secure Indebtedness incurred solely for acquired, constructed, repaired, replaced or improved with the purpose of financing the acquisition, construction or improvement proceeds of such Debt; provided that individual financings of property provided by one lender may be cross collateralized to be subject to other financings of property provided by such Liens lender; (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or iii) Liens existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition acquisition); provided that were (A) such Liens do not incurred at any time encumber any property other than the property so acquired, replacements for such property and additions and accessions to finance the acquisition of such property, and the proceeds and the products thereof, and (B) or extensions, renewals, refundings or replacements of such Liens do not at any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall time extend to or cover any properties of any character assets (except for additions and accessions to such property, replacements and products thereof and customary security deposits) other than the property being so acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iiiiv) assignments of the right to receive income, and Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower Rayonier or any Subsidiary of the Borrower its Subsidiaries or becomes a Subsidiary of the Borrower; (iv) Rayonier; provided that such Liens with respect were not created in contemplation of such merger, consolidation or acquisition and do not extend to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of assets other than those interests or acquires any of the equity Person so merged into or owner participants’ interests in the trusts that hold title to consolidated with Rayonier or such leased interestsSubsidiary or acquired by Rayonier or such Subsidiary, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated described on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.Schedule 5.03(b);

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes (but not in connection with a bona fide sale thereof), or permit any of its Material Subsidiaries to assignassign for security purposes (but not in connection with a bona fide sale thereof), any right to receive income, other than; provided that nothing in this Section 5.02 shall be construed to prevent or restrict the following: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property or personal property equipment acquired or held by the Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition that were not incurred similar title retention agreements with respect to finance the acquisition of such property) property hereafter acquired or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right Liens existing on the Effective Date and described on Schedule 5.02(a) hereto and other undisclosed Liens existing on the Effective Date securing obligations in aggregate amount not to receive income, and exceed $10,000,000, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of its Subsidiaries; provided that any such Liens that were created during the period immediately prior to such merger, consolidation or acquisition were created in the ordinary course of business of such Person and the Debt secured by such Liens does not exceed the fair market value of the assets (including intangible assets) of such Person so merged into or consolidated with the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;its Subsidiaries, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) or and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorextension of the final maturity date) of the Indebtedness Debt secured thereby, (vi) Liens not otherwise permitted pursuant to clauses (i) through (v) above securing obligations not to exceed at any one time the amount of $10,000,000, and (vii) Liens on property of a Receivables Subsidiary created in connection with a Permitted Receivables Financing.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit on any of its Material Subsidiaries the income or profits therefrom unless it shall have made effective provision whereby the Loans shall be secured by such Lien equally and ratably with (or prior to) any and all obligations and Debt so secured so long as such obligations and Debt are so secured, provided that nothing in this Section 5.02 shall be construed to assign, any right to receive income, other thanprevent or restrict the following: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property or personal property equipment acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition that were not incurred similar title retention agreements with respect to finance the acquisition of such property) property hereafter acquired or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right to receive income, and Liens existing on the Effective Date, (iv) Liens on property, property of a Person existing at the time such Person is merged into or into, consolidated with or acquired by the Borrower or any Subsidiary of Borrower, provided that (A) to the Borrower or becomes extent such Liens were created at a time when such Person was a Subsidiary or an Affiliate of the Borrower;, such Liens attach solely to the properties or assets subject to such Liens immediately prior to such merger, consolidation or acquisition, (B) any such Liens that were created during the period immediately prior to such merger, consolidation or acquisition were created in the ordinary course of business of such Person and (C) the Debt secured by such Liens does not exceed the fair market value of the assets (including intangible assets) of such Person so merged into, consolidated with or acquired by the Borrower, (ivv) Liens with respect to the leases and related documents entered into secure Debt issued by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests a consolidation or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet merger of the Borrower provided pursuant to Section 4.01(e)(i) with or 5.01(h)(ii) hereof at into any time outstanding; andof its Affiliates in exchange for or otherwise in substitution for long-term senior secured Debt of such Affiliate (without increase in the amount or extension of the final maturity date of the Debt of such Affiliate), (vi) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) or and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorextension of the final maturity date) of the Indebtedness Debt secured thereby, and (vii) other Liens securing Debt or other obligations in an aggregate principal amount not to exceed at any time outstanding $400,000,000 (it being understood that any increase in the amount of Debt secured by such Liens shall be deemed to be the creation of a Lien for the purpose of this Section 5.02(a)).

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property (including, without limitation, buildings and buildouts thereon) or personal property equipment constructed, acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price or cost of construction of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredacquired or constructed, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right to receive income, Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) ; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with respect to the leases and related documents entered into Borrower or such Subsidiary or acquired by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Subsidiary, (v) deposits to secure the performance of bids, trade contracts (other assignments than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, (vi) Liens in favor of the right United States of America or any other governmental agencies or entities for amounts paid to receive income the Borrower or any of its Subsidiaries as progress payments under government contracts entered into by it, (vii) Liens on real property, (viii) Liens on accounts receivable (including, without limitation, license receivables), or sales, conveyances, transfers or other dispositions of accounts receivables (including, without limitation, license receivables) to secure Debt for Borrowed Money in connection with or to the extent otherwise related to securitization programs not in excess of $750,000,000 in the aggregate for all such securitization programs of the Borrower and its Subsidiaries, (ix) other Liens securing Indebtedness Debt or other obligations or claims in an aggregate principal amount not to exceed 20at any time outstanding an amount equal to 5% of the Borrower’s total net tangible assets as stated on the most recent balance sheet of the Borrower and it Subsidiaries taken as a whole, (x) Liens on cash collateral provided pursuant to Section 4.01(e)(iunder the terms of this Agreement (xi) or 5.01(h)(ii) hereof at any time outstanding; Liens in favor of banks and other financial institutions, brokers and dealers arising in the normal course of business in connection with the acquisition and disposition of investments, cash management arrangements and other customary treasury activities of the Borrower and its Subsidiaries, and (vixii) the replacement, extension or renewal of any Lien permitted by clause (iii), (iv) or (ivvii) above upon or in the same property or assets theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorobligor other than changes among Subsidiaries of the Borrower and changes from the Borrower to any of its Subsidiaries) of the Indebtedness Debt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) Liens upon any property acquired, constructed or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held improved after the date hereof by the Borrower or any a Subsidiary in the ordinary course of business which are created or incurred contemporaneously with or within 180 days after such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property, property or the construction cost of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property or Debt incurred to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion pay that purchase price or cost of construction or improvement of such property(but no other amounts), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right to receive income, Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;Borrower and Liens existing on assets at the time of their acquisition; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary or those assets so acquired, as the case may be, (ivv) Liens with respect to the leases and related documents entered into arising from legal proceedings being contested by the Borrower in connection with PVNGS Unit 2 good faith by appropriate legal or administrative proceedings, (vi) Liens on cash and cash equivalents securing obligations pursuant to non-speculative Hedge Agreements, (vii) [Reserved], (viii) Liens with respect arising from Section 302 of ERISA or pursuant to the leased interests and related rights if the Borrower reacquires ownership in any PBGC’s authority under Title IV of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims ERISA in an aggregate principal amount not to exceed 20% $25,000,000 at any time outstanding, (ix) Liens arising pursuant to any Non-recourse Debt, (x) Liens arising in connection with the issuance of industrial revenue bonds or pollution control bonds, (xi) Liens created in connection with inventory management agreements in the ordinary course of business that do not in the aggregate materially detract from the value of the Borrower’s total Consolidated assets as stated on or materially impair the most recent balance sheet use thereof in the operation of its business, (xii) Liens securing Debt related to an Accounts Receivable Securitization, provided that the amount of Debt of all such Accounts Receivable Securitizations does not exceed in the aggregate at any time outstanding $125,000,000, (xiii) other Liens securing Debt or other obligations in an aggregate principal amount not to exceed 5% of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof Consolidated Total Capital at any time outstanding; , and (vixiv) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness Debt secured thereby.

Liens, Etc. Create The Company will not and will not permit any Restricted Subsidiary to create or incur or suffer to exist, be incurred or permit any of its Material Subsidiaries to create or suffer to exist, exist any Lien on or with respect to securing Debt of any of Person upon its propertiesPrincipal Properties, whether now owned or hereafter acquiredacquired or upon any income or profits therefrom, or assign, transfer any of its Principal Properties for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors or acquire or agree to acquire or permit any of its Material Restricted Subsidiaries to assignacquire any Principal Properties upon conditional sales agreements, any right sale-leaseback arrangements or other title retention devices, provided, however that the foregoing limitation will not be applicable to receive income, other thanthe following: (i) Permitted Liens;Liens in favor of governmental entities to secure payments pursuant to any contract or statute or to secure any Indebtedness owing to a governmental entity incurred to finance the purchase price or the cost of construction of the property subject to such Lien, (ii) Liens upon securing Indebtedness of a Restricted Subsidiary to the Company or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held by to another Restricted Subsidiary, (iii) Liens existing as of the Borrower or any Subsidiary in date of this Agreement and reflected on the ordinary course Company's 2000 Form 10-K, (iv) Liens existing on the assets of business a corporation at the time such corporation initially becomes a Restricted Subsidiary, (v) Liens incurred after the date of this Agreement given to secure the payment of the purchase price of such propertyprice, construction cost or the construction of or improvements to such property, or to secure Indebtedness improvement cost incurred solely for the purpose of financing in connection with the acquisition, construction or improvement of assets, including Liens existing on such property assets at the time of acquisition thereof or at the time of acquisition by the Company or any Restricted Subsidiary of any business entity then owning such assets, whether or not such existing Liens were given to be subject secure the payment of the purchase price of the assets to such Liens which they attach, provided that (A) the Lien shall attach solely to the assets acquired or purchased (including any Liens placed on assets which are attached or otherwise adjoining such property assets) and (B) such Lien has been created or incurred by the Company or such Restricted Subsidiary simultaneously with, or within 180 days after one year after, the latest date of the acquisition, completion of construction or improvement of such property), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; andassets, (vi) in addition to the replacementLiens permitted by the foregoing clauses of this Section 5.01(g), extension additional Liens encumbering Principal Properties securing Debt of the Company or any Restricted Subsidiary, provided, that the aggregate principal amount of all such Debt so secured shall not at any time exceed 10% of Net Tangible Assets, and (vii) any extension, renewal or replacement of any Lien permitted by clause the proceeding clauses (iiii) or through (ivvi) above upon or inclusive in respect of the same property theretofore subject thereto to such Lien, incurred in connection with the extension, renewal or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) refunding of the Indebtedness Debt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than: (ia) Permitted Liens; (iib) purchase money Liens (including Liens securing Capitalized Lease Obligations) upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real Property or personal property goods acquired or held by any of the Borrower Companies or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property, Property or the construction of or improvements to such property, goods or to secure Indebtedness and/or other obligations incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction real Property or improvement of such property)goods, or Liens existing on such property real Property or goods at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyProperty) or and extensions, renewals, refundings renewals or replacements of any of the foregoing for to the same or a lesser amount, extent the principal amount secured is not increased; provided, however, that no such Lien shall extend to or cover any properties of any character other than the property real Property or goods being acquiredacquired (and related Property), constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewedrenewed or replaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, refunded further that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (b) shall not exceed the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or replaced6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York); (iiic) assignments of the right to receive income, Liens existing on the Closing Date and described on Schedule 6.2.2(c) hereto; (d) Liens on property, (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with any of the Borrower Companies or any Material Subsidiary of any of the Borrower Companies or becomes a Material Subsidiary of any of the BorrowerCompanies or at the time any of the Companies or any Material Subsidiary of any of the Companies otherwise acquires such Property from such Person; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition, or such Person becoming a Material Subsidiary, and do not extend to any assets other than those of the Person so merged into or consolidated with any of the Companies or such Subsidiary or acquired by any of the Companies or such Subsidiary or those of such Person becoming a Material Subsidiary; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (ve) other Liens or assignments of the right to receive income and Liens securing Indebtedness or claims and other obligations in an aggregate principal amount not to exceed 20at any time outstanding the greater of (i) $250,000,000 and (ii) an amount equal to 2.5% of the Borrower’s total assets as stated on Consolidated Total Assets (determined by reference to the most recent balance sheet financial statements of the Borrower provided Harley delivered pursuant to Section 4.01(e)(i6.1.9(a) or 5.01(h)(ii6.1.9(b) hereof or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at any the time outstanding; andof, and immediately after giving effect to, the incurrence of such Lien or the making of such assignment; (vif) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a 71 certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries; (g) the replacement, extension or renewal of any Lien or assignment permitted by clause (iiic) or (ivd) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in to the extent the principal amount or change in any direct or contingent obligorsecured is not increased) of the Indebtedness or other obligation secured thereby; (h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien; (i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 6.2.2; (j) options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement, and Liens on equity interests of joint ventures securing obligations of such joint ventures; and (k) Liens on assets in order to secure defeased and/or discharged indebtedness.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) Liens upon any property acquired, constructed or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held improved after the date hereof by the Borrower or any a Subsidiary in the ordinary course of business which are created or incurred contemporaneously with or within 180 days after such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property, property or the construction cost of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property or Debt incurred to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion pay that purchase price or cost of construction or improvement of such property(but no other amounts), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right to receive income, Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;Borrower and Liens existing on assets at the time of their acquisition; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary or those assets so acquired, as the case may be, (ivv) Liens with respect to the leases and related documents entered into arising from legal proceedings being contested by the Borrower in connection with PVNGS Unit 2 good faith by appropriate legal or administrative proceedings, (vi) Liens on cash and cash equivalents securing obligations pursuant to non-speculative Hedge Agreements, (vii) Liens with respect arising from legal proceedings being contested by the Borrower in good faith by appropriate legal or administrative proceedings, (viii) Liens arising from Section 302 of ERISA or pursuant to the leased interests and related rights if the Borrower reacquires ownership in any PBGC’s authority under Title IV of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims ERISA in an aggregate principal amount not to exceed 20% $25,000,000 at any time outstanding, (ix) Liens arising pursuant to any Non-recourse Debt, (x) Liens arising in connection with the issuance of industrial revenue bonds or pollution control bonds, (xi) Liens created in connection with inventory management agreements in the ordinary course of business that do not in the aggregate materially detract from the value of the Borrower’s total Consolidated assets as stated on or materially impair the most recent balance sheet use thereof in the operation of its business, (xii) other Liens securing Debt or other obligations in an aggregate principal amount not to exceed 5% of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof Consolidated Total Capital at any time outstanding; , and (vixiii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness Debt secured thereby.

Liens, Etc. Create Create, incur or suffer to exist, or permit any of its Material Subsidiaries to create create, incur or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignupon any income or profits therefrom, or acquire or agree to acquire, or permit any of its Material Subsidiaries Subsidiary to assignacquire, any right to receive income, other than: (i) Permitted Liens; (ii) Liens property or assets upon or in, or conditional sales agreements or other title retention agreements with respect todevices, except: (i) Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the time required by Section 5.01(a) or (b); (ii) any real Lien of or personal property acquired resulting from any judgment or held award; provided that either (A) the amount secured thereby does not exceed $75,000,000 or (B) if the amount secured thereby does exceed $75,000,000, the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or the Borrower or a Subsidiary shall in good faith be prosecuting an appeal or proceeding for a review thereof, and execution of such judgment or award shall be stayed pending such appeal or proceeding for review; (iii) Liens incidental to the conduct of business conducted by the Borrower or any Subsidiary and its Subsidiaries in the ordinary course of business or the ownership of properties and assets owned by the Borrower and its Subsidiaries (including Liens in connection with worker's compensation, unemployment insurance and other like laws, warehousemen's and attorneys' liens and statutory landlords' liens) and Liens to secure the purchase price performance of such propertybids, tenders or the construction of or improvements to such propertytrade contracts, or to secure Indebtedness statutory obligations, surety or appeal bonds or other Liens of like general nature incurred solely for in the purpose ordinary course of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary business of the Borrower and its Subsidiaries and not in connection with the borrowing of money, provided in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or becomes a Subsidiary of the Borrowerproceedings; (iv) Liens with respect survey exceptions or encumbrances, encroachments, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or other restrictions as to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any use of those interests real properties, which are necessary or acquires any of the equity or owner participants’ interests appropriate in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet good faith judgment of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) for the replacementconduct of the business of the Borrower and its Subsidiaries and which, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon individually or in the same property theretofore subject thereto or the replacementaggregate, extension or renewal (without increase do not in any event materially impair their use in the amount or change in any direct or contingent obligor) operation of the Indebtedness secured thereby.business of the Borrower or of the Borrower and its Subsidiaries taken as a whole;

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real or personal property assets acquired or held by the Borrower Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, assets or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, improvement or construction or improvement of such property to be subject to such Liens assets (including any Liens placed on such property assets within 180 days after the latest of the acquisition, completion of construction or improvement of such propertyassets), or Liens existing on such property assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyassets) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the property assets being acquired, improved or constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding, (iii) assignments the Liens existing on the date hereof securing Debt (other than Debt in respect of the right to receive income, and finance leases) in an aggregate principal amount not exceeding $50,000,000, (iv) Liens on property, property of a Person existing at the time such Person is acquired by, merged into or consolidated with the Borrower Company or any Subsidiary of the Borrower Company or becomes a Subsidiary of the Borrower; (iv) Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with respect to the leases and related documents entered into Company or such Subsidiary or acquired by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests Company or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Subsidiary, (v) other assignments Liens securing Debt owing by any Subsidiary of the right Company to receive income and the Company, (vi) Liens securing Indebtedness Debt of Subsidiaries of the Company organized under the laws of any country other than the United States of America or claims a State thereof, (vii) Liens created under any finance lease on the assets that are the subject of such lease, (viii) Liens securing obligations under this Agreement, (ix) other Liens securing Debt in an aggregate principal amount not to exceed 20% exceed, together with the aggregate amount of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Subsidiary Debt incurred in accordance with Section 4.01(e)(i) or 5.01(h)(ii) hereof 5.02(c)(vi), at any time outstanding; , the greater of (i) $2,500,000,000 and (ii) 15% of Consolidated Net Tangible Assets, and (vix) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or thereto, so long as the principal amount of Debt secured by any such Lien is not increased in connection with any such replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness Debt secured thereby.

Liens, Etc. Create The Company shall not create or suffer to exist, or assume and shall not ---------- permit any of its Material Subsidiaries Restricted Subsidiary to create or suffer to existassume, any Lien on upon or with respect to any of its propertiesPrincipal Properties or shares of capital stock or Indebtedness of any Restricted Subsidiary, whether now owned or hereafter acquired, without making effective provision, and the Company in such case will make or assigncause to be made effective provision, whereby the Obligations shall be secured by such Lien equally and ratably with any and all other Indebtedness or obligations thereby secured, so long as such other Indebtedness or obligations shall be so secured; provided, however, that the foregoing shall not apply to any of the following: (a) Liens existing on the Closing Date and set forth on Schedule 8.01; ------------- (b) Liens on any Principal Property acquired, constructed or improved after the date of this Agreement which are created or assumed contemporaneously with, or permit within 120 days after, or pursuant to financing arrangements for which a firm commitment is made by a bank, insurance company or other lender or investor (not including the Company or any Restricted Subsidiary) within 120 days after, the completion of its Material such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or, in addition to Liens contemplated by Sections 8.01(c) and 8.01(d), Liens on any Principal ---------------------------- Property existing at the time of acquisition thereof; provided, however, that in -------- ------- the case of any such acquisition, construction or improvement the Lien shall not apply to any property theretofore owned by the Company and/or one or more Restricted Subsidiaries to assignother than, in the case of such construction or improvement, any right theretofore unimproved real property on which the property so constructed, or the improvement, is located; (c) Liens on property or shares of capital stock or indebtedness of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or existing at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to receive incomethe Company, or to a Restricted Subsidiary; (d) Liens on property or shares of capital stock of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (e) Liens to secure Indebtedness of a Restricted Subsidiary to the Company or one or more Restricted Subsidiaries; (f) Liens in favor of the United States of America or any State thereof, or any department, agency or political subdivision of the United States of America or any State thereof, to secure partial, progress, advance or other than:payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens; (g) Liens on timberlands in connection with an arrangement under which the Company and/or one or more Restricted Subsidiaries are obligated to cut or pay for timber in order to provide the lienholder with a specified amount of money, however determined; (h) Liens created or assumed in the ordinary course of the business of exploring for, developing or producing oil, gas or other minerals (including in connection with borrowings of money for such purposes) on, or on any interest in, or on any proceeds from the sale of, property acquired or held for the purpose of exploring for, developing or producing oil, gas or other minerals, or production therefrom, or proceeds of such production, or material or equipment located on such property; (i) Permitted LiensLiens in favor of any customer arising in respect of performance deposits and partial, progress, advance or other payments made by or on behalf of such customer for goods produced or to be produced or for services rendered or to be rendered to such customer in the ordinary course of business, which Liens shall not exceed the amount of such deposits or payments; (iij) Liens on the property of the Company or any Restricted Subsidiary incurred or pledges and deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance, old-age pensions and other social security benefits other than in respect of employer plans subject to ERISA; (k) Liens pertaining to receivables or other accounts sold by the Company or any of its Restricted Subsidiaries pursuant to a receivables sale transaction in favor of the purchaser or purchasers of such receivables or other accounts; (l) purchase money liens or purchase money security interests upon or in, or conditional sales agreements or in any other title retention agreements with respect to, any real or personal property acquired or held by the Borrower Company or any Restricted Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, property or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property; (m) extensions, renewals and replacements of Liens referred to in Section ------- 8.01(a) through (l) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amountthis Section 8.01(m), provided, however, that no such Lien the ------- --- --------------- -------- ------- Indebtedness secured thereby shall extend to or cover any properties not exceed the principal amount of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no Indebtedness so secured at the time of such extension, renewalrenewal or replacement, refunding and such extension, renewal or replacement shall extend be limited to all or cover any properties not theretofore subject to part of the property or assets which secured the Lien being extended, renewed, refunded renewed or replacedreplaced (plus improvements on such property); (iiin) assignments of Liens imposed by law, such as workers', materialmen's, mechanics', warehousemen's, carriers', lessors', vendors' and other similar Liens incurred by the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower Company or any Restricted Subsidiary arising in the ordinary course of the Borrower or becomes a Subsidiary of the Borrowerbusiness which secure its obligations to any Person; (ivo) Liens created by or resulting from any litigation or proceedings which are being contested in good faith by appropriate proceedings; Liens arising out of judgments or awards against the Company and/or one or more Restricted Subsidiaries with respect to which the leases and related documents entered into Company and/or such Restricted Subsidiary or Restricted Subsidiaries are in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Borrower in connection with PVNGS Unit 2 and Liens with respect to Company and/or one or more Restricted Subsidiaries for the leased interests and related rights if the Borrower reacquires ownership in any purpose of those interests obtaining a stay or acquires any of the equity or owner participants’ interests discharge in the trusts that hold title course of any legal proceeding to which the Company and/or such leased interests, whether Restricted Subsidiary or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to Restricted Subsidiaries are a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAPparty; (vp) Liens for taxes, assessments or other assignments governmental charges or levies, either not yet due and payable or to the extent that non-payment thereof shall be permitted by Section 7.03, and landlord's liens on property held under lease ------------ and tenants' rights under leases; (q) zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or minor irregularities of title incident thereto which do not materially impair the value of any parcel of property material to the operation of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% business of the Borrower’s total assets Company and its Restricted Subsidiaries taken as stated on a whole or the most recent balance sheet value of such property for the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstandingpurpose of such business; and (vir) the replacement, extension or renewal of any Lien Liens arising in connection with Sale-Leaseback Transactions permitted by clause (iii) or (iv) above upon or in Section 8.02. ------------ Notwithstanding anything herein to the same property theretofore subject thereto contrary, and notwithstanding the timing of the Target becoming a Restricted Subsidiary hereunder, nothing herein shall restrict the ability of either the Offeror or the replacement, extension Company from disposing of or renewal (without increase in granting a Lien on the amount or change in any direct or contingent obligor) capital stock of the Indebtedness secured therebyTarget until such time as such capital stock shall cease to be "margin stock" within the meaning of Regulations T, U and X of the Federal Reserve Board.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes (but not in connection with a bona fide sale thereof), or permit any of its Material Subsidiaries to assignassign for security purposes (but not in connection with a bona fide sale thereof), any right to receive income, other than; provided that nothing in this Section 5.02 shall be construed to prevent or restrict the following: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real Property or personal property equipment acquired or held by the Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property, Property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction Property or improvement of such property)equipment, or Liens existing on such property Property or equipment at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition that were not incurred similar title retention agreements with respect to finance the acquisition of such property) Property hereafter acquired or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties Properties of any character other than the property real Property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right Liens existing on the Effective Date and described on Schedule 5.02(a) hereto and other undisclosed Liens existing on the Effective Date securing obligations in aggregate amount not to receive income, and exceed $10,000,000, (iv) Liens on property, Property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of its Subsidiaries; provided that any such Liens that were created during the period immediately prior to such merger, consolidation or acquisition were created in the ordinary course of business of such Person and the Debt secured by such Liens does not exceed the fair market value of the assets (including intangible assets) of such Person so merged into or consolidated with the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;its Subsidiaries, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) or and (iv) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorextension of the final maturity date) of the Indebtedness Debt secured thereby, (vi) Liens not otherwise permitted pursuant to clauses (i) through (v) above securing obligations not to exceed at any one time the amount of $10,000,000; and (vii) Liens on Property of a Receivables Subsidiary created in connection with a Permitted Receivables Financing.

Liens, Etc. Create Neither the Borrower nor the Guarantor will create or suffer to exist, or and the Guarantor will not permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesassets, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;(A) Liens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or inin any property, assets or conditional sales agreements or other title retention agreements with respect to, any real or personal property stock acquired or held by the Borrower Borrower, the Guarantor or any Material Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property, or the construction of or improvements to such property, property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject whether incurred prior or subsequent to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction acquisition or improvement of such property)construction, or Liens existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character property other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) Liens existing on the Effective Date, (iv) (A) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower income in connection with PVNGS Unit 2 any Permitted Receivables Financing and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (vB) other Liens or assignments of the right to receive income and Liens securing Indebtedness or claims that would otherwise be prohibited; provided that the Aggregate Amount of Financing Outstanding in an connection with Permitted Receivables Financings described in clause (A), plus the aggregate principal amount of Debt secured by Liens described in clause (B) at any time outstanding (which amount, for purposes of assignments of rights to receive income, shall be deemed to be the aggregate proceeds received from such assignments, reduced according to the original schedule of collection of such income), shall not to exceed 2010% of the Borrower’s total assets as stated on the most recent balance sheet Consolidated Net Worth of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof Guarantor at any time outstanding; andsuch time, (viv) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness amount secured thereby, and (vi) intercompany Liens.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) Liens upon any property acquired, constructed or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held improved after the date hereof by the Borrower or any a Subsidiary in the ordinary course of business which are created or incurred contemporaneously with or within 180 days after such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property, property or the construction cost of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property or Debt incurred to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion pay that purchase price or cost of construction or improvement of such property(but no other amounts), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right to receive income, Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;Borrower and Liens existing on assets at the time of their acquisition; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary or those assets so acquired, as the case may be, (ivv) Liens with respect to the leases and related documents entered into arising from legal proceedings being contested by the Borrower in connection with PVNGS Unit 2 good faith by appropriate legal or administrative proceedings, (vi) Liens on cash and cash equivalents securing obligations pursuant to non-speculative Hedge Agreements, (vii) Liens with respect arising from legal proceedings being contested by the Borrower in good faith by appropriate legal or administrative proceedings, (viii) Liens arising from Section 302 of ERISA or pursuant to the leased interests and related rights if the Borrower reacquires ownership in any PBGC’s authority under Title IV of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims ERISA in an aggregate principal amount not to exceed 20% $25,000,000 at any time outstanding, (ix) Liens arising pursuant to any Non-recourse Debt, (x) Liens arising in connection with the issuance of industrial revenue bonds or pollution control bonds, (xi) Liens created in connection with inventory management agreements in the ordinary course of business that do not in the aggregate materially detract from the value of the Borrower’s total Consolidated assets as stated on or materially impair the most recent balance sheet use thereof in the operation of its business, (xii) Liens securing Debt related to an Accounts Receivable Securitization, provided that the amount of Debt of all such Accounts Receivable Securitizations does not exceed in the aggregate at any time outstanding $125,000,000, (xiii) other Liens securing Debt or other obligations in an aggregate principal amount not to exceed 5% of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof Consolidated Total Capital at any time outstanding; , and (vixiv) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness Debt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced;, (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;, (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 of the Palo Verde Nuclear Generating Station and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Palo Verde Nuclear Generating Station Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; , and (vi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.

Liens, Etc. Create Issue, assume or suffer to existguarantee, or permit any of its Material Subsidiaries owning Restricted Property to create issue, assume or suffer to existguarantee, any Lien Debt secured by Liens on or with respect to any of Restricted Property without effectively providing that its properties, whether now owned or hereafter acquired, or assign, or permit obligations to the Lenders under this Agreement and any of its Material Subsidiaries to assignthe Notes shall be secured equally and ratably with such Debt so long as such Debt shall be so secured, any right to receive income, other thanexcept that the foregoing shall not apply to: (i) Permitted Liens; (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal affecting property acquired or held by of the Borrower Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens its Subsidiaries existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) Restatement Date or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Borrower Company or any Subsidiary of the Borrower or becomes a Subsidiary of the BorrowerCompany; (ii) Liens on property of the Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Debt incurred prior to, at the time of or within 24 months after acquisition thereof for the purpose of financing all or part of the purchase price thereof; (iii) Liens on property of the Company or its Subsidiaries (in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Debt incurred to provide funds for any such purpose; (iv) Liens with respect which secure only Debt owing by a Subsidiary of the Company to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect Company or to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any another Subsidiary of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAPCompany; (v) other assignments Liens in favor of the right United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to receive income secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject thereto, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; or (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Debt secured thereby, provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Lien shall be limited to all or part of the property which secured the Lien extended, renewed or replaced (plus improvements on such property); provided, however, that, the Company and any one or more Subsidiaries owning Restricted Property may issue, assume or guarantee Debt secured by Liens securing Indebtedness or claims which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under clause (i) through (vi) above) and the aggregate value of the Sale and Leaseback Transactions in existence at such time, does not at any one time exceed 2010% of the Borrower’s total assets as stated on the most recent balance sheet Net Tangible Assets of the Borrower Company and its Consolidated Subsidiaries; and provided pursuant further that the following type of transaction, among others, shall not be deemed to Section 4.01(e)(i) create Debt secured by Liens: Liens required by any contract or 5.01(h)(ii) hereof statute in order to permit the Company or any of its Subsidiaries to perform any contract or subcontract made by it with or at the request of the United States of America, any time outstanding; and (vi) the replacementforeign country or any department, extension agency or renewal instrumentality of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured therebyforegoing jurisdictions.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property (including, without limitation, buildings and buildouts thereon) or personal property equipment constructed, acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price or cost of construction of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredacquired or constructed, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right to receive income, Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) ; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with respect to the leases and related documents entered into Borrower or such Subsidiary or acquired by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Subsidiary, (v) deposits to secure the performance of bids, trade contracts (other assignments than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, (vi) Liens in favor of the right United States of America or any other governmental agencies or entities for amounts paid to receive income the Borrower or any of its Subsidiaries as progress payments under government contracts entered into by it, (vii) Liens on real property, (viii) Liens on accounts receivable (including, without limitation, license receivables), or sales, conveyances, transfers or other dispositions of accounts receivables (including, without limitation, license receivables) to secure Debt for Borrowed Money in connection with or to the extent otherwise related to securitization programs not in excess of $750,000,000 in the aggregate for all such securitization programs of the Borrower and its Subsidiaries, (ix) other Liens securing Indebtedness Debt or other obligations or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof $150,000,000 at any time outstanding; , and (vix) the replacement, extension or renewal of any Lien permitted by clause (iii), (iv) or (ivvii) above upon or in the same property or assets theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorobligor other than changes among Subsidiaries of the Borrower and changes from the Borrower to any of its Subsidiaries) of the Indebtedness Debt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property (including, without limitation, buildings and buildouts thereon) or personal property equipment constructed, acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price or cost of construction of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredacquired or constructed, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right to receive income, Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) ; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with respect to the leases and related documents entered into Borrower or such Subsidiary or acquired by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Subsidiary, (v) deposits to secure the performance of bids, trade contracts (other assignments than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, (vi) Liens in favor of the right United States of America or any other governmental agencies or entities for amounts paid to receive income the Borrower or any of its Subsidiaries as progress payments under government contracts entered into by it, (vii) Liens on real property (including, without limitation, buildings and buildouts thereon) to secure Debt for Borrowed Money in connection with or that otherwise relate to securitization programs that yield an amount not in excess of $125,000,000 in the aggregate to the Borrower, (viii) Liens on accounts receivable (including, without limitation, license receivables), or sales, conveyances, transfers or other dispositions of accounts receivables (including, without limitation, license receivables) to secure Debt for Borrowed Money in connection with or to the extent otherwise related to securitization programs that yield an amount not in excess of $500,000,000 in the aggregate for all such securitization programs to the Borrower, (ix) other Liens securing Indebtedness Debt or other obligations or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof $87,500,000 at any time outstanding; , and (vix) the replacement, extension or renewal of any Lien permitted by clause (iii), (iv) or (ivvii) above upon or in the same property or assets theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorobligor other than changes among Subsidiaries of the Borrower and changes from the Borrower to any of its Subsidiaries) of the Indebtedness Debt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens; (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with securing obligations in respect to, any real or personal property acquired or held by the Borrower of Indebtedness (including Indebtedness in respect of Capital Leases) of Rayonier or any Subsidiary in of its Subsidiaries incurred to finance (x) the ordinary course acquisition, replacement or construction of business to secure the purchase price of such property, or (y) the construction repair or improvement of property, up to an aggregate total Indebtedness amount not to exceed $50,000,000 with respect to all such repairs and improvements; provided that (A) such Liens attach concurrently with or improvements within 180 days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits and (C) such Liens do not at any time extend to or cover any assets (except for additions and accessions to such property, replacements and products thereof and customary security deposits) other than the property subject to, or to secure Indebtedness incurred solely for acquired, constructed, repaired, replaced or improved with the purpose of financing the acquisition, construction or improvement proceeds of such Indebtedness; provided that individual financings of property provided by one lender may be cross collateralized to be subject to other financings of property provided by such Liens lender; (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or iii) Liens existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition acquisition); provided that were (A) such Liens do not incurred at any time encumber any property other than the property so acquired, replacements for such property and additions and accessions to finance the acquisition of such property, and the proceeds and the products thereof and (B) or extensions, renewals, refundings or replacements of such Liens do not at any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall time extend to or cover any properties of any character assets (except for additions and accessions to such property, replacements and products thereof and customary security deposits) other than the property being so acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iiiiv) assignments of the right to receive income, and Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower Rayonier or any Subsidiary of the Borrower its Subsidiaries or becomes a Subsidiary of the Borrower; (iv) Rayonier; provided that such Liens with respect were not created in contemplation of such merger, consolidation or acquisition and do not extend to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of assets other than those interests or acquires any of the equity Person so merged into or owner participants’ interests in the trusts that hold title to consolidated with Rayonier or such leased interestsSubsidiary or acquired by Rayonier or such Subsidiary, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated described on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.Schedule 5.03(b);

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes (but not in connection with a bona fide sale thereof), or permit any of its Material Subsidiaries to assignassign for security purposes (but not in connection with a bona fide sale thereof), any right to receive income, other than; provided that nothing in this Section 5.02 shall be construed to prevent or restrict the following: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real Property or personal property equipment acquired or held by the Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property, Property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction Property or improvement of such property)equipment, or Liens existing on such property Property or equipment at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition that were not incurred similar title retention agreements with respect to finance the acquisition of such property) Property hereafter acquired or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties Properties of any character other than the property real Property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right Liens existing on the Effective Date and described on Schedule 5.02(a) hereto and other undisclosed Liens existing on the Effective Date securing obligations in aggregate amount not to receive income, and exceed $10,000,000, (iv) Liens on property, Property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of its Subsidiaries; provided that any such Liens that were created during the period immediately prior to such merger, consolidation or acquisition were created in the ordinary course of business of such Person and the Debt secured by such Liens does not exceed the fair market value of the assets (including intangible assets) of such Person so merged into or consolidated with the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;its Subsidiaries, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) or and (iv) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorextension of the final maturity date) of the Indebtedness Debt secured thereby, (vi) Liens not otherwise permitted pursuant to clauses (i) through (v) above securing obligations not to exceed at any one time the amount of $10,000,000, and (vii) Liens on Property of a Receivables Subsidiary created in connection with a Permitted Receivables Financing.

Liens, Etc. Create Issue, assume or suffer to existguarantee, or permit any of its Material Subsidiaries owning Restricted Property to create issue, assume or suffer to existguarantee, any Lien Debt secured by Liens on or with respect to any of Restricted Property without effectively providing that its properties, whether now owned or hereafter acquired, or assign, or permit obligations to the Lenders under this Agreement and any of its Material Subsidiaries to assignthe Notes shall be secured equally and ratably with such Debt so long as such Debt shall be so secured, any right to receive income, other thanexcept that the foregoing shall not apply to: (i) Permitted Liens; (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal affecting property acquired or held by of the Borrower Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens its Subsidiaries existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) Effective Date or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Borrower Company or any Subsidiary of the Borrower or becomes a Subsidiary of the BorrowerCompany; (ii) Liens on property of the Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Debt incurred prior to, at the time of or within 24 months after acquisition thereof for the purpose of financing all or part of the purchase price thereof; (iii) Liens on property of the Company or its Subsidiaries (in the case of property that is, in the opinion of the Board of Directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Debt incurred to provide funds for any such purpose; (iv) Liens with respect which secure only Debt owing by a Subsidiary of the Company to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect Company or to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any another Subsidiary of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAPCompany; (v) other assignments Liens in favor of the right United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to receive income secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject thereto, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; or (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Debt secured thereby, provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Lien shall be limited to all or part of the property which secured the Lien extended, renewed or replaced (plus improvements on such property); provided, however, that, the Company and any one or more Subsidiaries owning Restricted Property may issue, assume or guarantee Debt secured by Liens securing Indebtedness or claims which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under clause (i) through (vi) above) and the aggregate value of the Sale and Leaseback Transactions in existence at such time, does not at any one time exceed 2010% of the Borrower’s total assets as stated on the most recent balance sheet Net Tangible Assets of the Borrower Company and its Consolidated Subsidiaries; and provided pursuant further that the following type of transaction, among others, shall not be deemed to Section 4.01(e)(i) create Debt secured by Liens: Liens required by any contract or 5.01(h)(ii) hereof statute in order to permit the Company or any of its Subsidiaries to perform any contract or subcontract made by it with or at the request of the United States of America, any time outstanding; and (vi) the replacementforeign country or any department, extension agency or renewal instrumentality of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured therebyforegoing jurisdictions.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, exist any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit on any of its Material Subsidiaries the income or profits therefrom unless it shall have made effective provision whereby the Loans shall be secured by such Lien equally and ratably with any and all obligations and Debt so secured so long as such obligations and Debt are so secured, provided that nothing in this Section 5.02 shall be construed to assign, any right to receive income, other thanprevent or restrict the following: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property or personal property equipment acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition that were not incurred similar title retention agreements with respect to finance the acquisition of such property) property hereafter acquired or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right to receive income, Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of Borrower, provided that (A) to the Borrower or becomes extent such Liens were created at a time when such Person was a Subsidiary or an Affiliate of the Borrower;, such Liens attach solely to the properties or assets subject to such Liens immediately prior to such merger, consolidation or acquisition, (B) any such Liens that were created during the period immediately prior to such merger, consolidation or acquisition were created in the ordinary course of business of such Person and (C) the Debt secured by such Liens does not exceed the fair market value of the assets (including intangible assets) of such Person so merged into or consolidated with the Borrower, (ivv) Liens with respect to the leases and related documents entered into secure Debt issued by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests a consolidation or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet merger of the Borrower provided pursuant to Section 4.01(e)(i) with or 5.01(h)(ii) hereof at into any time outstanding; of its Affiliates in exchange for or otherwise in substitution for long-term senior secured Debt of such Affiliate (without increase in the amount or extension of the final maturity date of the Debt of such Affiliate), and (vi) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) or and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorextension of the final maturity date) of the Indebtedness Debt secured thereby.

Liens, Etc. Create On and after July 1, 1998 and so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, unless the Lenders shall otherwise consent in writing, create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person, other than: (i) Permitted Liens; (ii) Liens purchase money liens or purchase money security interests upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real or personal property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, property or to secure Indebtedness indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement acquisition of such property), ; (ii) liens or Liens security interests existing on such property at the time of its acquisition (other than any such Liens lien or security interest created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replacedacquisition); (iii) assignments of liens for taxes, assessments and government charges or levies to the right extent not required to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;be paid under Section 5.01(b) hereof: (iv) Liens with respect to the leases liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and related documents entered into by the Borrower in connection with PVNGS Unit 2 repairmen's liens and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests other similar liens arising in the trusts ordinary course of business securing obligations that hold title to such leased interests, whether or are not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any overdue for a period of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAPmore than 30 days; (v) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (vi) easements, rights of way and other assignments encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstandingsuch property for its present purposes; and (vivii) the replacement, extension liens incurred or renewal of any Lien permitted by clause (iii) or (iv) above upon or deposits made in the same property theretofore subject thereto or ordinary course of business to secure the replacementperformance of letters of credit, extension or renewal (without increase bids, tenders, sales contracts, leases, surety, appeal and performance bonds and other similar obligations not incurred in connection with the amount or change in any direct or contingent obligor) borrowing of the Indebtedness secured therebymoney.

Liens, Etc. Create or suffer to exist, or permit any of its Material ---------- Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (iA) Permitted Liens;Liens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or inin any property, assets or conditional sales agreements or other title retention agreements with respect to, any real or personal property stock acquired or held by the Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property, or the construction of or improvements to such property, property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject whether incurred prior or subsequent to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction acquisition or improvement of such property)construction, or Liens existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character property -------- ------- other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) Liens existing on the Effective Date, (iv) (A) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower income in connection with PVNGS Unit 2 any Permitted Receivables Financing and (B) other Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event would otherwise be prohibited; provided that the Borrower acquires any Aggregate Amount of Financing Outstanding in -------- connection with Permitted Receivables Financings described in clause (A), plus the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(iDebt secured by Liens described in clause (B) or 5.01(h)(ii) hereof at any time outstanding; and, shall not exceed 10% of the Consolidated Net Worth of such Borrower at such time, (viv) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness amount secured thereby., and

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes (but not in connection with a bona fide sale thereof), or permit any of its Material Subsidiaries to assignassign for security purposes (but not in connection with a bona fide sale thereof), any right to receive income, other than; provided that nothing in this Section 5.02 shall be construed to prevent or restrict the following: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property or personal property equipment acquired or held by the Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition that were not incurred similar title retention agreements with respect to finance the acquisition of such property) property hereafter acquired or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right Liens existing on the Effective Date and described on Schedule 5.02(a) hereto and other undisclosed Liens existing on the Effective Date securing obligations in aggregate amount not to receive income, and exceed $10,000,000, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of its Subsidiaries; provided that any such Liens that were created during the period immediately prior to such merger, consolidation or acquisition were created in the ordinary course of business of such Person and the Debt secured by such Liens does not exceed the fair market value of the assets (including intangible assets) of such Person so merged into or consolidated with the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;its Subsidiaries, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) or and (iv) above upon or in the same property theretofore subject 44 44 thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorextension of the final maturity date) of the Indebtedness Debt secured thereby, and (vi) Liens not otherwise permitted pursuant to clauses (i) through (v) above securing obligations not to exceed at any one time the amount of $10,000,000.

Liens, Etc. Create or suffer to existThe Parent and the Applicants shall not, or and shall not permit any of its Material Restricted Subsidiaries to to, create or suffer to exist, exist any Lien on upon or with respect to any of its propertiestheir respective properties or assets, whether now owned or hereafter acquired, or assign, or permit any of its Material Restricted Subsidiaries to assign, any right to receive income, other thanexcept for the following: (ia) Liens created pursuant to the Collateral Documents securing the Credit Facility Obligations and the Obligations; (b) Liens existing on May 10, 2018 and disclosed on Schedule 8.2; (c) Customary Permitted Liens; (d) Liens securing Indebtedness permitted under Section 8.1(d) or (m): (i) in assets that are not Collateral (other than equipment); (ii) Liens upon in property subject to and acquired, constructed or inimproved with the proceeds of a Capital Lease or purchase money Indebtedness (including any sale and leaseback transaction permitted under Section 8.13), or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held by in each case if (A) the Borrower or any Subsidiary in Indebtedness secured thereby is incurred within 90 days after the ordinary course of business to secure the purchase price date of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after and does not exceed the latest lesser of the acquisition, completion cost or Fair Market Value of construction or improvement of such property), or Liens existing on such property at the time of its acquisition such acquisition, construction or improvement and (B) such Liens do not apply to any other property (other than any such Liens created in contemplation proceeds of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding property) or replacement shall extend to assets of the Parent or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced;of its Restricted Subsidiaries; or (iii) assignments of the right to receive income, and Liens on property, of a Person existing which any property is subject at the time of the Parent’s or a Restricted Subsidiary’s acquisition thereof on or after the Initial Utilization Date in accordance with this Agreement if such Person is merged into or consolidated with Liens do not apply to any other property (other than proceeds of such acquired property) of the Borrower Parent or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrowerits Restricted Subsidiaries; (ive) Liens with respect to any Lien securing the leases and related documents entered into renewal, extension, refinancing or refunding of any Indebtedness (other than the NO 105 Indebtedness) secured by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause (iiib) or (ivd) above or this clause (e) without any material change in the assets subject to such Lien; (f) Liens in favor of lessors securing operating leases not prohibited hereunder; (g) Liens arising out of judgments or awards and not constituting an Event of Default under Section 9.1(g); (h) Liens encumbering inventory, work-in-process and related property in favor of customers or suppliers securing obligations and other liabilities (other than Indebtedness) to such customers or suppliers to the extent such Liens are granted in the ordinary course of business and are consistent with past business practices; (i) Liens on pledged cash of the Parent and its Restricted Subsidiaries required for notional cash pooling arrangements in the ordinary course of business; (j) Liens with respect to foreign exchange netting arrangements and other treasury or cash management arrangements to the extent incurred in the ordinary course of business and consistent with past business practices; provided that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed $50,000,000.00 at any time; (k) Liens securing insurance premium financing permitted under Section 8.1(j) under customary terms and conditions; provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto; (l) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of the Parent or any Restricted Subsidiary of the Parent; provided, however, that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed the greater of (x) $200,000,000.00 and (y) 2.5% of Total Assets at any time; (m) Liens on the Amazon and the Amazon Equipment securing Amazon Permitted Debt; (n) Liens securing reimbursement obligations in respect of Extended Letters of Credit; (o) Liens on receivables and related rights sold or purported to be sold pursuant to any Alternate Program in accordance with Section 8.4(k) (or any document executed by the Parent or any Restricted Subsidiary of the Parent in connection therewith); (p) Liens on Collateral that secure Permitted Term Refinancing Debt and are subject to an Intercreditor Agreement; (q) Liens on Collateral securing reimbursement or other obligations in an aggregate amount not to exceed at any time the Additional LC Capacity with regard to Performance Guarantees; provided that such Liens are subject to the Collateral Agency and Intercreditor Agreement; (r) Liens on assets not constituting Collateral securing Indebtedness permitted under Section 8.1(t); and (s) Liens on cash, bank accounts and accounts receivable securing Indebtedness described in Section 8.1(h) and Section 8.1(o) and reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees; provided that the aggregate amount of cash, bank accounts and accounts receivable securing Indebtedness described in Section 8.1(h) shall not exceed $50,000,000.00 at any time and the aggregate amount of cash, bank accounts and accounts receivable securing Performance Guarantees shall not exceed $300,000,000.00 at any time. Without limiting the foregoing limitations, (x) unless the NO 105 is a Mortgaged Vessel, the Parent and the Applicants shall not, and shall not permit any of their respective Subsidiaries to (i) create or suffer to exist any Lien upon or with respect to the NO 105 or (ii) assign any right to receive income with respect to the NO 105, in either case to secure Indebtedness for borrowed money other than NO 105 Indebtedness and (y) the same property theretofore subject thereto Parent and the Applicants shall not, and shall not permit any of their respective Subsidiaries to (i) create or suffer to exist any Lien upon or with respect to the replacementAltamira Yard or (ii) assign any right to receive income with respect to the Altamira Yard, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the either case to secure Indebtedness secured therebyfor borrowed money other than hereunder.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than: (ia) Permitted Liens; (iib) purchase money Liens (including Liens securing Capitalized Lease Obligations) upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real Property or personal property goods acquired or held by any of the Borrower Companies or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property, Property or the construction of or improvements to such property, goods or to secure Indebtedness and/or other obligations incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction real Property or improvement of such property)goods, or Liens existing on such property real Property or goods at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyProperty) or and extensions, renewals, refundings renewals or replacements of any of the foregoing for to the same or a lesser amount, extent the principal amount secured is not increased; provided, however, that no such Lien shall extend to or cover any properties of any character other than the property real Property or goods being acquiredacquired (and related Property), constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewedrenewed or replaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, refunded further that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (b) shall not exceed the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or replaced6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York); (iiic) assignments of the right to receive income, Liens existing on the Closing Date and described on Schedule 6.2.2(c) hereto; (d) Liens on property, (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with any of the Borrower Companies or any Material Subsidiary of any of the Borrower Companies or becomes a Material Subsidiary of any of the BorrowerCompanies or at the time any of the Companies or any Material Subsidiary of any of the Companies otherwise acquires such Property from such Person; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition, or such Person becoming a Material Subsidiary, and do not extend to any assets other than those of the Person so merged into or consolidated with any of the Companies or such Subsidiary or acquired by any of the Companies or such Subsidiary or those of such Person becoming a Material Subsidiary; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (ve) other Liens or assignments of the right to receive income and Liens securing Indebtedness or claims and other obligations in an aggregate principal amount not to exceed 20the greater of (i) $250,000,000 and (ii) an amount equal to 2.5% of the Borrower’s total assets as stated on Consolidated Total Assets (determined by reference to the most recent balance sheet financial statements of the Borrower provided Harley delivered pursuant to Section 4.01(e)(i6.1.9(a) or 5.01(h)(ii6.1.9(b) hereof or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at any the time outstanding; andof, and immediately after giving effect to, the incurrence of such Lien or the making of such assignment; (vif) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries; (g) the replacement, extension or renewal of any Lien or assignment permitted by clause (iiib), (c) or (ivd) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in to the extent the principal amount or change in any direct or contingent obligorsecured is not increased) of the Indebtedness or other obligation secured thereby; (h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien; (i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 6.2.2; 44 (j) options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement, and Liens on equity interests of joint ventures securing obligations of such joint ventures; and (k) Liens on assets in order to secure defeased and/or discharged indebtedness.

Liens, Etc. Create The Company will not create or suffer to exist, or permit any of its Material Significant Subsidiaries to create or suffer to exist, any Lien on upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material such Subsidiaries to assign, any right to receive income, other thanin each case to secure or provide for the payment of any Debt of any Person, unless the Company’s obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; provided however that the foregoing restriction shall not apply to the following Liens which are permitted: (i) Customary Permitted Liens; (ii) Liens in favor of the United States to secure amounts paid to the Company or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts; (iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that any such judgment does not constitute an Event of Default; (iv) Liens on accounts receivable resulting from the sale of such accounts receivable; (v) Liens on assets of any Significant Subsidiary of the Company existing at the time such Person becomes a Significant Subsidiary or is merged into or consolidated with the Company or a Significant Subsidiary (other than any such Lien created in contemplation of becoming a Significant Subsidiary); (vi) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real or personal property asset acquired or held by the Borrower Company or any Significant Subsidiary (including any capital interest in the ordinary course of business any Person) to secure the purchase price of such property, or the construction of or improvements to such property, asset or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition of or construction of improvements on or improvement with respect to any such asset (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property to be subject asset and transaction costs relating to such Liens (including any Liens placed on such property within 180 days after acquisition or the latest of the acquisition, completion of construction or improvement costs of such property), or construction) and Liens existing on such property asset at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance acquisition); and the acquisition of such property) or extensions, renewals, refundings or replacements of any interest of the foregoing for the same or a lesser amount, provided, however, lessor thereof in any asset that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore is subject to the Lien being extended, renewed, refunded or replaceda Capital Lease; 60 (vii) Liens on deposits securing obligations under cash pooling and multi-currency notional pooling programs; (iiiviii) assignments Liens, other than Liens described in clauses (i) through (vii) and in clauses (ix) and (x), to secure Debt not in excess of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate of US$500,000,000 principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; (ix) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (v) and (vi) so long as (x) the aggregate principal amount of any such Debt shall not increase as a result of any such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the Debt that is being extended, renewed or replaced; and (vix) Liens securing Debt owing to the replacement, extension Company or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured therebySubsidiaries.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced;, (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;, (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to on the leased interests in Unit 2 of the Palo Verde Nuclear Generating Station and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ ' interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s 's interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ ' interests in such trusts pursuant to a “"special transfer” " under the Borrower’s 's existing PVNGS Palo Verde Nuclear Generating Station Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s 's total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; , and (vi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.

Liens, Etc. Create Issue, assume or suffer to existguarantee, or permit any of its Material Subsidiaries owning Restricted Property to create issue, assume or suffer to existguarantee, any Lien Debt secured by Liens on or with respect to any of Restricted Property without effectively providing that its properties, whether now owned or hereafter acquired, or assign, or permit obligations to the Lenders under this Agreement and any of its Material Subsidiaries to assignthe Notes shall be secured equally and ratably with such Debt so long as such Debt shall be so secured, any right to receive income, other thanexcept that the foregoing shall not apply to: (i) Permitted Liens; (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal affecting property acquired or held by of the Borrower Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens its Subsidiaries existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) Effective Date or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Borrower Company or any Subsidiary of the Borrower or becomes a Subsidiary of the BorrowerCompany; 57 (ii) Liens on property of the Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Debt incurred prior to, at the time of or within 24 months after acquisition thereof for the purpose of financing all or part of the purchase price thereof; (iii) Liens on property of the Company or its Subsidiaries (in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Debt incurred to provide funds for any such purpose; (iv) Liens with respect which secure only Debt owing by a Subsidiary of the Company to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect Company or to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any another Subsidiary of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAPCompany; (v) other assignments Liens in favor of the right United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to receive income secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject thereto, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; or (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Debt secured thereby, provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Lien shall be limited to all or part of the property which secured the Lien extended, renewed or replaced (plus improvements on such property); provided, however, that, the Company and any one or more Subsidiaries owning Restricted Property may issue, assume or guarantee Debt secured by Liens securing Indebtedness or claims which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under clause (i) through (vi) above) and the aggregate value of the Sale and Leaseback Transactions in existence at such time, does not at any one time exceed 2010% of the Borrower’s total assets as stated on the most recent balance sheet Net Tangible Assets of the Borrower Company and its Consolidated Subsidiaries; and provided pursuant further that the following type of transaction, among others, shall not be deemed to Section 4.01(e)(i) create Debt secured by Liens: Liens required by any contract or 5.01(h)(ii) hereof statute in order to permit the Company or any of its Subsidiaries to perform any contract or subcontract made by it with or at the request of the United States of America, any time outstanding; and (vi) the replacementforeign country or any department, extension agency or renewal instrumentality of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured therebyforegoing jurisdictions.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced;, (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;, (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to on the leased interests in Unit 2 of the Palo Verde Nuclear Generating Station and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ ' interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s 's interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ ' interests in such trusts pursuant to a “"special transfer” " under the Borrower’s 's existing PVNGS Palo Verde Nuclear Generating Station Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s 's total assets as stated on the most recent its balance sheet of for the Borrower year ended December 31, 2003 provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii4.01(e) hereof at any time outstanding; , and (vi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Consolidated Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesproperties (other than, in the case of the Borrower, the Borrower's treasury stock), whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive incomeincome in order to secure Debt, other than: (iA) Permitted Liens;Liens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or inin any property, assets or conditional sales agreements or other title retention agreements with respect to, any real or personal property stock acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property, or the construction of or improvements to such property, property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject whether incurred prior or subsequent to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction acquisition or improvement of such property)construction, or Liens existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, provided that no such Lien shall extend to or cover any properties of any character property other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of Liens securing Debt, judgments and ERISA claims existing on the right to receive incomedate hereof and identified on Schedule 1, and other Liens existing on propertythe date hereof, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;60 - 56 - (iv) other Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount at any time outstanding not to exceed 2010% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; andConsolidated Net Tangible Assets, (viv) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness amount secured thereby., and

Liens, Etc. Create or suffer to exist, or permit ---------- any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (iA) Permitted Liens;Liens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or inin any property, assets or conditional sales agreements or other title retention agreements with respect to, any real or personal property stock acquired or held by the Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property, or the construction of or improvements to such property, property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject whether incurred prior or subsequent to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction acquisition or improvement of such property)construction, or Liens existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, -------- however, that no such Lien shall extend to or cover any properties of any character ------- property other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) Liens existing on the Effective Date, (iv) (A) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower income in connection with PVNGS Unit 2 any Permitted Receivables Financing and (B) other Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event would otherwise be prohibited; provided that the Borrower acquires any Aggregate Amount of Financing -------- Outstanding in connection with Permitted Receivables Financings described in clause (A), plus the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(iDebt secured by Liens described in clause (B) or 5.01(h)(ii) hereof at any time outstanding; and, shall not exceed 10% of the Consolidated Net Worth of the Borrower at such time, (viv) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness amount secured thereby., and

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than:: CA, Inc. Credit Agreement (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property (including, without limitation, buildings and buildouts thereon) or personal property equipment constructed, acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price or cost of construction of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredacquired or constructed, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right to receive income, Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) ; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with respect to the leases and related documents entered into Borrower or such Subsidiary or acquired by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Subsidiary, (v) deposits to secure the performance of bids, trade contracts (other assignments than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, (vi) Liens in favor of the right United States of America or any other governmental agencies or entities for amounts paid to receive income the Borrower or any of its Subsidiaries as progress payments under government contracts entered into by it, (vii) Liens on real property, (viii) Liens on accounts receivable (including, without limitation, license receivables), or sales, conveyances, transfers or other dispositions of accounts receivables (including, without limitation, license receivables) to secure Debt for Borrowed Money in connection with or to the extent otherwise related to securitization programs not in excess of $750,000,000 in the aggregate for all such securitization programs of the Borrower and its Subsidiaries, (ix) other Liens securing Indebtedness Debt or other obligations or claims in an aggregate principal amount not to exceed 20at any time outstanding an amount equal to 5% of the Borrower’s total net tangible assets as stated on the most recent balance sheet of the Borrower and it Subsidiaries taken as a whole, (x) Liens on cash collateral provided pursuant to Section 4.01(e)(iunder the terms of this Agreement (xi) or 5.01(h)(ii) hereof at any time outstanding; Liens in favor of banks and other financial institutions, brokers and dealers arising in the normal course of business in connection with the acquisition and disposition CA, Inc. Credit Agreement of investments, cash management arrangements and other customary treasury activities of the Borrower and its Subsidiaries, and (vixii) the replacement, extension or renewal of any Lien permitted by clause (iii), (iv) or (ivvii) above upon or in the same property or assets theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorobligor other than changes among Subsidiaries of the Borrower and changes from the Borrower to any of its Subsidiaries) of the Indebtedness Debt secured thereby.

Liens, Etc. Create The Company will not create or suffer to exist, or permit any of its Material Significant Subsidiaries to create or suffer to exist, any Lien on upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material such Subsidiaries to assign, any right to receive income, other thanin each case to secure or provide for the payment of any Debt of any Person, unless the Company’s obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; provided however that the foregoing restriction shall not apply to the following Liens which are permitted: (i) Customary Permitted Liens; (ii) Liens in favor of the United States to secure amounts paid to the Company or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts; (iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that any such judgment does not constitute an Event of Default; (iv) Liens on accounts receivable resulting from the sale of such accounts receivable; (v) Liens on assets of any Significant Subsidiary of the Company existing at the time such Person becomes a Significant Subsidiary or is merged into or consolidated with the Company or a Significant Subsidiary (other than any such Lien created in contemplation of becoming a Significant Subsidiary); (vi) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real or personal property asset acquired or held by the Borrower Company or any Significant Subsidiary (including any capital interest in the ordinary course of business any Person) to secure the purchase price of such property, or the construction of or improvements to such property, asset or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition of or construction of improvements on or improvement with respect to any such asset (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property to be subject asset and transaction costs relating to such Liens (including any Liens placed on such property within 180 days after acquisition or the latest of the acquisition, completion of construction or improvement costs of such property), or construction) and Liens existing on such property asset at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance acquisition); and the acquisition of such property) or extensions, renewals, refundings or replacements of any interest of the foregoing for the same or a lesser amount, provided, however, lessor thereof in any asset that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore is subject to the Lien being extended, renewed, refunded or replaceda Capital Lease; (iiivii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrowerdeposits securing obligations under cash pooling and multi-currency notional pooling programs; (ivviii) Liens, other than Liens with respect described in clauses (i) through (vii) and in clauses (ix) and (x), to the leases and related documents entered into by the Borrower secure Debt not in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any excess of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate of $500,000,000 principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; (ix) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (v) and (vi) so long as (x) the aggregate principal amount of any such Debt shall not increase as a result of any such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the Debt that is being extended, renewed or replaced; and (vix) Liens securing Debt owing to the replacement, extension Company or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured therebySubsidiaries.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than: (ia) Permitted Liens; (iib) purchase money Liens (including Liens securing Capitalized Lease Obligations) upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real Property or personal property goods acquired or held by any of the Borrower Companies or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property, Property or the construction of or improvements to such property, goods or to secure Indebtedness and/or other obligations incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction real Property or improvement of such property)goods, or Liens existing on such property real Property or goods at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyProperty) or and extensions, renewals, refundings renewals or replacements of any of the foregoing for to the same or a lesser amount, extent the principal amount secured is not increased; provided, however, that no such Lien shall extend to or cover any properties of any character other than the property real Property or goods being acquiredacquired (and related Property), constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewedrenewed or replaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, refunded further that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (b) shall not exceed the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or replaced6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York); (iiic) assignments of the right to receive income, Liens existing on the Closing Date and described on Schedule 6.2.2(c) hereto; (d) Liens on property, (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with any of the Borrower Companies or any Material Subsidiary of any of the Borrower Companies or becomes a Material Subsidiary of any of the BorrowerCompanies or at the time any of the Companies or any Material Subsidiary of any of the Companies otherwise acquires such Property from such Person; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition, or such Person becoming a Material Subsidiary, and do not extend to any assets other than those of the Person so merged into or consolidated with any of the Companies or such Subsidiary or acquired by any of the Companies or such Subsidiary or those of such Person becoming a Material Subsidiary; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (ve) other Liens or assignments of the right to receive income and Liens securing Indebtedness or claims and other obligations in an aggregate principal amount not to exceed 20at any time outstanding the greater of (i) $250,000,000 and (ii) an amount equal to 2.5% of the Borrower’s total assets as stated on Consolidated Total Assets (determined by reference to the most recent balance sheet financial statements of the Borrower provided Harley delivered pursuant to Section 4.01(e)(i6.1.9(a) or 5.01(h)(ii6.1.9(b) hereof or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at any the time outstanding; andof, and immediately after giving effect to, the incurrence of such Lien or the making of such assignment; (vif) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries; (g) the replacement, extension or renewal of any Lien or assignment permitted by clause (iiic) or (ivd) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in to the extent the principal amount or change in any direct or contingent obligorsecured is not increased) of the Indebtedness or other obligation secured thereby; (h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien; (i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 6.2.2; (j) options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement, and Liens on equity interests of joint ventures securing obligations of such joint ventures; and (k) Liens on assets in order to secure defeased and/or discharged indebtedness.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced;, (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;, (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to on the leased interests in Unit 2 of the Palo Verde Nuclear Generating Station and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Palo Verde Nuclear Generating Station Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; , and (vi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: : (i) Permitted Liens; , (ii) Liens upon any property acquired, constructed or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held improved after the date hereof by the Borrower or any a Subsidiary in the ordinary course of business which are created or incurred contemporaneously with or within 180 days after such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property, property or the construction cost of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property or Debt incurred to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion pay that purchase price or cost of construction or improvement of such property(but no other amounts), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced; , (iii) assignments of the right to receive incomeLiens existing on the First Amendment Effective Date and described on Schedule 5.02(a) hereto, and (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; Borrower and Liens existing on assets at the time of their acquisition; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary or those assets so acquired, as the case may be, (ivv) Liens with respect to the leases and related documents entered into arising from legal proceedings being contested by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests good faith by appropriate legal or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interestsadministrative proceedings, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacementLiens on cash and cash equivalents securing obligations pursuant to non-speculative Hedge Agreements, extension or renewal of any Lien permitted by clause (iiivii) or (iv) above upon or in the same property theretofore subject thereto or the replacement[Reserved], extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.UGI Utilities Credit Agreement DMFIRM #403221427 v19 50

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) Liens upon any property acquired, constructed or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held improved after the date hereof by the Borrower or any a Subsidiary in the ordinary course of business which are created or incurred contemporaneously with or within 180 days after such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property, property or the construction cost of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property or Debt incurred to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion pay that purchase price or cost of construction or improvement of such property(but no other amounts), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right to receive income, Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;Borrower and Liens existing on assets at the time of their acquisition; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary or those assets so acquired, as the case may be, (ivv) Liens with respect to the leases and related documents entered into arising from legal proceedings being contested by the Borrower in connection with PVNGS Unit 2 good faith by appropriate legal or administrative proceedings, (vi) Liens on cash and cash equivalents securing obligations pursuant to non-speculative Hedge Agreements, (vii) Liens with respect arising from legal proceedings being contested by the Borrower in good faith by appropriate legal or administrative proceedings, (viii) Liens arising from Section 302 of ERISA or pursuant to the leased interests and related rights if the Borrower reacquires ownership in any PBGC’s authority under Title IV of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims ERISA in an aggregate principal amount not to exceed 20% $25,000,000 at any time outstanding, (ix) Liens arising pursuant to any Non-recourse Debt, (x) Liens arising in connections with the issuance of industrial revenue bonds or pollution control bonds, (xi) Liens created in connection with inventory management agreements in the ordinary course of business that do not in the aggregate materially detract from the value of the Borrower’s total Consolidated assets as stated on or materially impair the most recent balance sheet use thereof in the operation of its business, (xii) other Liens securing Debt or other obligations in an aggregate principal amount not to exceed 5% of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof Consolidated Total Capital at any time outstanding; , and (vixiii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness Debt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property or personal property equipment (including any accessions, additions, parts, replacements, fixtures, improvements and attachments thereto and the proceeds thereof, and customary cash security deposits) acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness obligations incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredacquired or held (and any accessions, constructed or improved and proceedsaddition, parts, replacements, fixtures, improvements and replacements thereof attachments thereto and the proceeds thereof, and customary cash security deposits), and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewedrenewed or replaced (and any accessions, refunded or replaced;additions, parts, replacements, fixtures, improvements and attachments thereto and the proceeds thereof, and customary cash security deposits), (iii) assignments of the right to receive income, and Liens existing on the Effective Date, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; ; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person (ivand its Subsidiaries) Liens so merged into or consolidated with respect to the leases and related documents entered into Borrower or such Subsidiary or acquired by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Subsidiary, (v) other assignments Liens securing obligations; provided that the aggregate outstanding principal amount of the right to receive income and obligations secured by Liens securing Indebtedness or claims permitted in an reliance on this clause (v), together with the aggregate principal amount of Debt incurred and then outstanding under Section 5.02(e)(iv), does not to exceed 20the greater of (x) 15% of Consolidated Tangible Assets as of the Borrower’s total assets as stated on end of the most recent balance sheet fiscal quarter ended immediately prior to the date such obligations are incurred or secured for which financial statements of the Borrower provided pursuant to Section 4.01(e)(iare available and (y) or 5.01(h)(ii) hereof $500,000,000 at any time outstanding; and, (vi) statutory, common law or customary contractual liens of depository institutions or institutions holding securities accounts (including rights of set-off or similar rights or remedies), (vii) Liens to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, contracts for the purchase of property, performance and return-of-money bonds, and other similar obligations, (viii) any interest or title of a lessor or sublessor under any lease of real estate, (ix) Liens on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or escrow deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement, (x) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business, (xi) 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 of goods, (xii) licenses and sublicenses of patents, trademarks, copyrights and other intellectual property rights granted by the Borrower or any of its Subsidiaries in the ordinary course of business, (xiii) Liens securing judgments or orders not constituting an Event of Default under Section 6.01(f) or securing appeal or other surety bonds or similar instruments with respect to such judgments, (xiv) Liens on property (and the proceeds thereof) at the time acquired by the Borrower or any of its Subsidiaries; provided that such Lien does not extend to any other property of the Borrower or any of its Subsidiaries; provided further that the Lien shall not have been created in anticipation of or in connection with such transaction or series of transactions pursuant to which such property was acquired by the Borrower or any of its Subsidiaries, (xv) leases or subleases granted to others in the ordinary course of business which do not interfere in any material respect with the business operations of the Borrower and its Subsidiaries, taken as a whole, (xvi) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement, (xvii) Liens, if any, arising under leases that have been or should be, in accordance with GAAP, recorded as finance leases, (xviii) deposits as security for contested taxes or contested import or customs duties, (xix) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness Debt secured thereby, (xx) Liens securing obligations under Hedge Agreements entered into in the ordinary course of business and not for speculative purposes, and Liens arising under repurchase agreements, reverse repurchase agreements, securities lending and borrowing arrangements and similar arrangements, in each case, in the ordinary course of business, and (xxi) Liens to secure intercompany obligations among the Borrower and its Subsidiaries and between Subsidiaries.

Liens, Etc. Create or suffer to existThe Parent and the Applicants shall not, or and shall not permit any of its Material Restricted Subsidiaries to to, create or suffer to exist, exist any Lien on upon or with respect to any of its propertiestheir respective properties or assets, whether now owned or hereafter acquired, or assign, or permit any of its Material Restricted Subsidiaries to assign, any right to receive income, other thanexcept for the following: (ia) Liens created pursuant to the Collateral Documents securing the Credit Facility Obligations and the Obligations; (b) Liens existing on May 10, 2018 and disclosed on Schedule 8.2; (c) Customary Permitted Liens; (d) Liens securing Indebtedness permitted under Section 8.1(d) or (m): (i) in assets that are not Collateral (other than equipment); (ii) Liens upon in property subject to and acquired, constructed or inimproved with the proceeds of a Capital Lease or purchase money Indebtedness (including any sale and leaseback transaction permitted under Section 8.13), or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held by in each case if (A) the Borrower or any Subsidiary in Indebtedness secured thereby is incurred within 90 days after the ordinary course of business to secure the purchase price date of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after and does not exceed the latest lesser of the acquisition, completion cost or Fair Market Value of construction or improvement of such property), or Liens existing on such property at the time of its acquisition such acquisition, construction or improvement and (B) such Liens do not apply to any other property (other than any such Liens created in contemplation proceeds of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding property) or replacement shall extend to assets of the Parent or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced;of its Restricted Subsidiaries; or (iii) assignments of the right to receive income, and Liens on property, of a Person existing which any property is subject at the time of the Parent’s or a Restricted Subsidiary’s acquisition thereof on or after the Initial Utilization Date in accordance with this Agreement if such Person is merged into or consolidated with Liens do not apply to any other property (other than proceeds of such acquired property) of the Borrower Parent or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrowerits Restricted Subsidiaries; (ive) Liens with respect to any Lien securing the leases and related documents entered into renewal, extension, refinancing or refunding of any Indebtedness (other than the NO 105 Indebtedness) secured by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause (iiib) or (ivd) above upon or this clause (e) without any material change in the same assets subject to such Lien; (f) Liens in favor of lessors securing operating leases not prohibited hereunder; (g) Liens arising out of judgments or awards and not constituting an Event of Default under Section 9.1(g); (h) Liens encumbering inventory, work-in-process and related property theretofore subject thereto in favor of customers or suppliers securing obligations and other liabilities (other than Indebtedness) to such customers or suppliers to the replacement, extension or renewal (without increase extent such Liens are granted in the amount or change in any direct or contingent obligorordinary course of business and are consistent with past business practices; (i) Liens on pledged cash of the Parent and its Restricted Subsidiaries required for notional cash pooling arrangements in the ordinary course of business; (j) Liens with respect to foreign exchange netting arrangements and other treasury or cash management arrangements to the extent incurred in the ordinary course of business and consistent with past business practices; provided that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed $50,000,000.00 at any time; (k) Liens securing insurance premium financing permitted under Section 8.1(j) under customary terms and conditions; provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto; (l) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of the Parent or any Restricted Subsidiary of the Parent; provided, however, that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed the greater of (x) $200,000,000.00 and (y) 2.5% of Total Assets at any time; (m) Liens on the Amazon and the Amazon Equipment securing Amazon Permitted Debt; (n) Liens securing reimbursement obligations in respect of Extended Letters of Credit; (o) Liens on receivables and related rights sold or purported to be sold pursuant to any Alternate Program in accordance with Section 8.4(k) (or any document executed by the Parent or any Restricted Subsidiary of the Parent in connection therewith); (p) Liens on Collateral that secure Permitted Term Refinancing Debt and are subject to an Intercreditor Agreement;[reserved]; (q) Liens on Collateral securing reimbursement or other obligations in an aggregate amount not to exceed at any time the Additional LC Capacity with regard to Performance Guarantees; provided that such Liens are subject to the Collateral Agency and Intercreditor Agreement; (r) Liens on assets not constituting Collateral securing Indebtedness secured thereby.permitted under Section 8.1(t); and (s) Liens on cash, bank accounts and accounts receivable securing Indebtedness described in Section 8.1(h) and Section 8.1(o) and reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees; provided that the aggregate amount of cash, bank accounts and accounts receivable securing Indebtedness described in Section 8.1(h) shall not exceed $50,000,000.00 at any time and the aggregate amount of cash, bank accounts and accounts receivable securing Performance Guarantees shall not exceed $300,000,000.00 at any time; ¶

Liens, Etc. Create or suffer to exist, or permit any ----------- of its Material Consolidated Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesproperties (other than, in the case of the Company, the Company's treasury stock), whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive incomeincome in order to secure Debt, other than: (iA) Permitted Liens;Liens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or inin any property, assets or conditional sales agreements or other title retention agreements with respect to, any real or personal property stock acquired or held by the Borrower Company or any Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property, or the construction of or improvements to such property, property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject whether incurred prior or subsequent to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction acquisition or improvement of such property)construction, or Liens existing on such property at the time of its acquisition (other than any such Liens 364-DAY CREDIT AGREEMENT Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, provided that no such Lien shall extend to or cover any properties of any character property other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of Liens securing Debt, judgments and ERISA claims existing on the right to receive incomedate hereof and identified on Schedule 1, and other Liens existing on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;date hereof, (iv) other Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount at any time outstanding not to exceed 2010% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; andConsolidated Net Tangible Assets, (viv) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness amount secured thereby., and

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property or personal property equipment (including any accessions, additions, parts, replacements, fixtures, improvements and attachments thereto and the proceeds thereof, and customary cash security deposits) acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredacquired (and any accessions, constructed or improved and proceedsaddition, parts, replacements, fixtures, improvements and replacements thereof attachments thereto and the proceeds thereof, and customary cash security deposits), and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewedrenewed or replaced (and any accessions, refunded or replaced;additions, parts, replacements, fixtures, improvements and attachments thereto and the proceeds thereof, and customary cash security deposits), (iii) assignments of the right to receive income, and Liens existing on the Effective Date, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; ; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person (ivand its Subsidiaries) Liens so merged into or consolidated with respect to the leases and related documents entered into Borrower or such Subsidiary or acquired by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Subsidiary, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims Debt in an aggregate principal amount or other obligations in an amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to exceed, together with Debt incurred under Section 4.01(e)(i) or 5.01(h)(ii) hereof 5.02(e)(iv), $50,000,000 at any time outstanding, (vi) statutory, common law or customary contractual liens of depository institutions or institutions holding securities accounts (including rights of set-off or similar rights or remedies), (vii) Liens to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, contracts for the purchase of property, performance and return-of-money bonds, and other similar obligations, (viii) any interest or title of a lessor or sublessor under any lease of real estate, (ix) Liens on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or escrow deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement, (x) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business, (xi) 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 of goods, (xii) licenses and sublicenses of patents, trademarks, copyrights and other intellectual property rights granted by the Borrower or any of its Subsidiaries in the ordinary course of business, (xiii) Liens securing judgments or orders not constituting an Event of Default under Section 6.01(f), (xiv) Liens on property (and the proceeds thereof) at the time acquired by the Borrower or any of its Subsidiaries; provided that such Lien does not extend to any other property of the Borrower or any of its Subsidiaries; provided further that the Lien shall not have been created in anticipation of or in connection with such transaction or series of transactions pursuant to which such property was acquired by the Borrower or any of its Subsidiaries, (xv) leases or subleases granted to others in the ordinary course of business which do not interfere in any material respect with the business operations of the Borrower and its Subsidiaries, taken as a whole, (xvi) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement, and (vixvii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness Debt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens; (ii) Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded or replaced; (iii) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the any Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or Section 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.

Liens, Etc. Create or suffer to exist, or permit any ----------- of its Material Consolidated Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesproperties (other than, in the case of the Company, the Company's treasury stock), whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive incomeincome in order to secure Debt, other than: (iA) Permitted Liens;Liens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or inin any property, assets or conditional sales agreements or other title retention agreements with respect to, any real or personal property stock acquired or held by the Borrower Company or any Subsidiary in the ordinary course of business to secure the purchase price or AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT construction cost of such property, or the construction of or improvements to such property, property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject whether incurred prior or subsequent to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction acquisition or improvement of such property)construction, or Liens existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, provided that no such Lien shall extend to or cover any properties of any character property other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of Liens securing Debt, judgments and ERISA claims existing on the right to receive incomedate hereof and identified on Schedule 1, and other Liens existing on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;date hereof, (iv) other Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount at any time outstanding not to exceed 2010% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; andConsolidated Net Tangible Assets, (viv) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness amount secured thereby., and

Liens, Etc. Create or suffer to exist, or permit any of its ---------- Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (iA) Permitted Liens;Liens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or inin any property, assets or conditional sales agreements or other title retention agreements with respect to, any real or personal property stock acquired or held by the Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property, or the construction of or improvements to such property, property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject whether incurred prior or subsequent to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction acquisition or improvement of such property)construction, or Liens existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character property -------- ------- other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) Liens existing on the Effective Date, (iv) (A) assignments of the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower income in connection with PVNGS Unit 2 any Permitted Receivables Financing and (B) other Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event would otherwise be prohibited; provided that the Borrower acquires any Aggregate Amount of Financing -------- Outstanding in connection with Permitted Receivables Financings described in clause (A), plus the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(iDebt secured by Liens described in clause (B) or 5.01(h)(ii) hereof at any time outstanding; and, shall not exceed 10% of the Consolidated Net Worth of such Borrower at such time, (viv) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness amount secured thereby., and

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than: (ia) Permitted Liens; (iib) purchase money Liens (including Liens securing Capitalized Lease Obligations) upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real Property or personal property goods acquired or held by any of the Borrower Companies or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property, Property or the construction of or improvements to such property, goods or to secure Indebtedness and/or other obligations incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction real Property or improvement of such property)goods, or Liens existing on such property real Property or goods at the time of its acquisition 50 (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyProperty) or and extensions, renewals, refundings renewals or replacements of any of the foregoing for to the same or a lesser amount, extent the principal amount secured is not increased; provided, however, that no such Lien shall extend to or cover any properties of any character other than the property real Property or goods being acquiredacquired (and related Property), constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewedrenewed or replaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, refunded further that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (b) shall not exceed the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or replaced6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York); (iiic) assignments of the right to receive income, Liens existing on the Closing Date and described on Schedule 6.2.2(c) hereto; (d) Liens on property, (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with any of the Borrower Companies or any Material Subsidiary of any of the Borrower Companies or becomes a Material Subsidiary of any of the BorrowerCompanies or at the time any of the Companies or any Material Subsidiary of any of the Companies otherwise acquires such Property from such Person; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition, or such Person becoming a Material Subsidiary, and do not extend to any assets other than those of the Person so merged into or consolidated with any of the Companies or such Subsidiary or acquired by any of the Companies or such Subsidiary or those of such Person becoming a Material Subsidiary; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (ve) other Liens or assignments of the right to receive income and Liens securing Indebtedness or claims and other obligations in an aggregate principal amount not to exceed 20the greater of (i) $250,000,000 and (ii) an amount equal to 2.5% of the Borrower’s total assets as stated on Consolidated Total Assets (determined by reference to the most recent balance sheet financial statements of the Borrower provided Harley delivered pursuant to Section 4.01(e)(i6.1.9(a) or 5.01(h)(ii6.1.9(b) hereof or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at any the time outstanding; andof, and immediately after giving effect to, the incurrence of such Lien or the making of such assignment; (vif) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries; (g) the replacement, extension or renewal of any Lien or assignment permitted by clause (iiic) or (ivd) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in to the extent the principal amount or change in any direct or contingent obligorsecured is not increased) of the Indebtedness or other obligation secured thereby; (h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien; (i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 6.2.2; (j) options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement, and Liens on equity interests of joint ventures securing obligations of such joint ventures; and (k) Liens on assets in order to secure defeased and/or discharged indebtedness.

Liens, Etc. Create or suffer to exist, or permit any of its Material Consolidated Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Consolidated Subsidiaries to assign, any right to receive income, other than: (iA) Permitted Liens;Liens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or inin any property, assets or conditional sales agreements or other title retention agreements with respect to, any real or personal property stock acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property, or the construction of or improvements to such property, property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject whether incurred prior or subsequent to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction acquisition or improvement of such property)construction, or Liens existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, providedPROVIDED, howeverHOWEVER, that no such Lien shall extend to or cover any properties of any character property other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of Liens existing on the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;Effective Date, (iv) other Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof $750,000,000 at any time outstanding; and, (viv) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness amount secured thereby., and

Liens, Etc. Create or suffer to exist, or permit any ----------- of its Material Consolidated Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesproperties (other than, in the case of the Company, the Company's treasury stock), whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive incomeincome in order to secure Debt or any other obligation, other than: (iA) Permitted Liens;Liens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 AMENDMENT NO. 3 (SOLUTIA FIVE YEAR CREDIT AGREEMENT) days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or inin any property, assets or conditional sales agreements or other title retention agreements with respect to, any real or personal property stock acquired or held by the Borrower Company or any Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property, or the construction of or improvements to such property, property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition or construction or improvement of such property to be subject whether incurred prior or subsequent to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction acquisition or improvement of such property)construction, or Liens existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, provided that no such Lien shall extend to or cover any properties of any character property other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments Liens securing Debt, judgments and ERISA claims existing on the date of the right Amendment No. 3 hereto and identified in Schedule 1 to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;Amendment No. 3, (iv) Liens with respect created pursuant to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Security Documents, (v) other assignments of the right to receive income and additional Liens securing Indebtedness or claims obligations in an aggregate principal amount not to exceed 20% exceeding $5,000,000 at any one time outstanding, (vi) a pledge of the Borrower’s total assets as stated on the most recent balance sheet proceeds of the Borrower provided any unsecured Debt issued pursuant to Section 4.01(e)(i5.02(g)(x) or 5.01(h)(ii) hereof at any time outstanding; andto secure the 6.50% notes due 2002, (vivii) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness amount secured thereby., and (viii) intercompany Liens. AMENDMENT NO. 3 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, accounts receivable other than: (i) Permitted Liens;, (ii) Liens created in connection with capitalized lease obligations or purchase money Liens upon or in, in any property or conditional sales agreements or other title retention agreements with respect to, any real or personal property asset acquired or held by the Initial Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, property or the construction of or improvements to such property, asset or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)asset, or Liens existing on such property or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property or asset being acquiredacquired and fixed improvements thereon or accessions thereto, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments the Liens existing on the Effective Date; provided that such Liens either (x) are disclosed on Schedule 5.02(a) hereto or (y) with respect to such Liens not so disclosed, do not secure Debt, which has an aggregate outstanding principal amount in excess of $250,000,000 as of the right to receive income, and Effective Date, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Initial Borrower or any Subsidiary of the Initial Borrower or becomes a Subsidiary of the Initial Borrower; (iv) ; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with respect to the leases and related documents entered into Initial Borrower or such Subsidiary or acquired by the Initial Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Subsidiary, (v) other assignments Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the right Initial Borrower (other than the Borrowers) to receive income secure Debt permitted by Section 5.02(d)(iv), (vii) any assignment of accounts receivable (A) by and among the Initial Borrower and its Subsidiaries or (B) pursuant to non-recourse factoring or similar arrangements or otherwise in an aggregate amount not to exceed in any fiscal year the greater of $1,000,000,000 (measured as the face value of such accounts receivable at the time of assignment) and 10.0% of the consolidated accounts receivable of the Initial Borrower and its Subsidiaries as reflected in the consolidated balance sheet of the Initial Borrower and its Consolidated Subsidiaries as of the end of the fiscal year of the Initial Borrower most recently ended prior to such assignment for which financial statements have been delivered pursuant to Section 5.01(h)(ii), (viii) (A) Liens not otherwise permitted by the foregoing clauses of this Section securing Indebtedness Debt or claims other obligations in an aggregate amount (computed without regard to any interest thereon) at any time outstanding plus (B) the aggregate face value at the time of assignment of such accounts receivable assigned, the assignment of which is not otherwise permitted by the foregoing clauses of this Section, in an aggregate principal amount not to exceed 20(1) the greater of $1,000,000,000 and 15.0% of Consolidated net worth of the Initial Borrower and its Subsidiaries as set forth in the Initial Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided financial statements delivered pursuant to Section 4.01(e)(i5.01(h)(i) or 5.01(h)(ii(ii) hereof at minus (2) without duplication of any time outstanding; andDebt secured in accordance with this clause (viii), Debt incurred in accordance with Section 5.02(d)(x), (viix) Liens arising in the replacementordinary course of its business which (A) do not secure Debt and (B) do not in the aggregate materially impair the operation of the business of the Initial Borrower and its Subsidiaries, extension taken as a whole, (x) any Lien arising out of the refinancing, extension, renewal or renewal refunding of any Debt secured by any Lien permitted by clause any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets, (iiixi) any contractual right of set-off or any contractual right to charge or contractual security interest in or Lien on the accounts of the Initial Borrower or any of its Subsidiaries with one or more depositary institutions to effect the payment of amounts to such depositary institution(s), whether or not due and payable in respect of any Debt or financing arrangement and any other Lien arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, (ivxii) above upon any Liens on assets of Subsidiaries organized outside of the United States in favor of lenders or an affiliated guarantor in connection with any liability entered into in the same property theretofore subject thereto ordinary course of business, (xiii) any Lien arising out of the L/C Cash Deposit Account under this Agreement or any other Liens arising under substantially similar letter of credit cash deposit account arrangements, it being understood that any such cash deposit account is used to support then outstanding letters of credit and is not required to be funded or otherwise utilized to support the renewal of existing letters of credit or the replacement, extension or renewal issuance of new letters of credit, (without increase in the amount or change in xiv) Liens relating to any direct or contingent obligor) arrangements established to comply with funding requirements pertaining to any U.K. pension plan of the Indebtedness secured therebyInitial Borrower or any Subsidiary, to the extent that the maximum aggregate amount to be funded by such arrangements (in each case measured as of the date of establishment of such arrangement) does not exceed the greater of £35,000,000 (computed without regard to any periodic payments made over the life of such arrangements), and (xv) Liens securing obligations under Hedge Agreements to the extent required by applicable law.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real or personal property assets acquired or held by the Borrower Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, assets or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, improvement or construction or improvement of such property to be subject to such Liens assets (including any Liens placed on such property assets within 180 days after the latest of the acquisition, completion of construction or improvement of such propertyassets), or Liens existing on such property assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyassets) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the property assets being acquired, improved or constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding, (iii) assignments the Liens existing on the date hereof securing Debt (other than Debt in respect of the right to receive income, and capital leases) in an aggregate principal amount not exceeding $50,000,000, (iv) Liens on property, property of a Person existing at the time such Person is acquired by, merged into or consolidated with the Borrower Company or any Subsidiary of the Borrower Company or becomes a Subsidiary of the Borrower; (iv) Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with respect to the leases and related documents entered into Company or such Subsidiary or acquired by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests Company or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Subsidiary, (v) other assignments Liens securing Debt owing by any Subsidiary of the right Company to receive income and the Company, (vi) Liens securing Indebtedness Debt of Subsidiaries of the Company organized under the laws of any country other than the United States of America or claims a State thereof, (vii) Liens created under any capital lease on the assets that are the subject of such lease, (viii) Liens securing obligations under this Agreement, (ix) [reserved], (x) other Liens securing Debt in an aggregate principal amount not to exceed 20% exceed, together with the aggregate amount of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Subsidiary Debt incurred in accordance with Section 4.01(e)(i) or 5.01(h)(ii) hereof 5.02(d)(ix), at any time outstanding; , the greater of (i) $2,500,000,000 and (ii) 15% of Consolidated Net Tangible Assets, and (vixi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or thereto, so long as the principal amount of Debt secured by any such Lien is not increased in connection with any such replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness Debt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property or personal property equipment (including any accessions, additions, parts, replacements, fixtures, improvements and attachments thereto and the proceeds thereof, and customary cash security deposits) acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness obligations incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredacquired or held (and any accessions, constructed or improved and proceedsaddition, parts, replacements, fixtures, improvements and replacements thereof attachments thereto and the proceeds thereof, and customary cash security deposits), and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewedrenewed or replaced (and any accessions, refunded or replaced;additions, parts, replacements, fixtures, improvements and attachments thereto and the proceeds thereof, and customary cash security deposits), (iii) assignments of the right to receive income, and Liens existing on the Effective Date, (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a NYDOCS02/1172294 36 Subsidiary of the Borrower; ; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person (ivand its Subsidiaries) Liens so merged into or consolidated with respect to the leases and related documents entered into Borrower or such Subsidiary or acquired by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;Subsidiary, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an obligations; provided that the aggregate outstanding principal amount of obligations secured pursuant to this clause (v), together with the aggregate principal amount of Debt incurred and then outstanding under Section 5.02(e)(iv), does not to exceed 20the greater of (x) 10% of Consolidated Tangible Assets as of the Borrower’s total assets as stated on end of the most recent balance sheet fiscal quarter ended immediately prior to the date such obligations are incurred or secured for which financial statements of the Borrower provided pursuant to Section 4.01(e)(iare available and (y) or 5.01(h)(ii) hereof $150,000,000 at any time outstanding, (vi) statutory, common law or customary contractual liens of depository institutions or institutions holding securities accounts (including rights of set-off or similar rights or remedies), (vii) Liens to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, contracts for the purchase of property, performance and return-of-money bonds, and other similar obligations, (viii) any interest or title of a lessor or sublessor under any lease of real estate, (ix) Liens on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or escrow deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement, (x) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business, (xi) 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 of goods, (xii) licenses and sublicenses of patents, trademarks, copyrights and other intellectual property rights granted by the Borrower or any of its Subsidiaries in the ordinary course of business, (xiii) Liens securing judgments or orders not constituting an Event of Default under Section 6.01(f) or securing appeal or other surety bonds or similar instruments with respect to such judgments, (xiv) Liens on property (and the proceeds thereof) at the time acquired by the Borrower or any of its Subsidiaries; provided that such Lien does not extend to any other property of the Borrower or any of its Subsidiaries; provided further that the Lien shall not have been created in anticipation of or in connection with such transaction or series of transactions pursuant to which such property was acquired by the Borrower or any of its Subsidiaries, NYDOCS02/1172294 37 (xv) leases or subleases granted to others in the ordinary course of business which do not interfere in any material respect with the business operations of the Borrower and its Subsidiaries, taken as a whole, (xvi) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement, (xvii) Liens, if any, arising under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (xviii) deposits as security for contested taxes or contested import or customs duties; and (vixix) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness Debt secured thereby.

Liens, Etc. Create No Note Party shall, at any time, create, incur, assume or suffer to exist, or permit any of its Material Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesassets of any character (including, without limitation, accounts and Equity Interests) whether now owned or hereafter acquired, or sign or authorize or file or suffer to exist, or permit any of its Subsidiaries to sign or authorize or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Note Party or any of its Subsidiaries as debtor, or sign or authorize or suffer to exist, or permit any of its Subsidiaries to sign or authorize or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Material Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Note Parties (other thanthan the Parent Guarantor) and their respective Subsidiaries: (ia) Liens securing secured Debt permitted under Section 4.02(b); (b) Permitted Liens; (iic) Liens described on Schedule 4.01; (d) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, any real or personal property in equipment acquired or held by the Borrower such Note Party or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of any such property equipment to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)Liens, or Liens existing on any such property equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the property equipment and the proceeds thereof being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced; provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (e) shall not exceed the amount permitted under Section 4.02(e)(i); (iiie) assignments of the right Liens arising in connection with Capitalized Leases permitted under Section 4.02(e)(ii), provided that no such Lien shall extend to receive income, and or cover any Specified Debt Asset; (f) Liens on property, property of a Person existing at the time such Person is acquired by, merged into or consolidated with the Borrower any Note Party or any Subsidiary of the Borrower any Note Party or becomes a Subsidiary of any Note Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the BorrowerPerson so merged into or consolidated with such Note Party or such Subsidiary or so acquired by such Note Party or such Subsidiary; (ivg) Liens with respect securing Debt permitted under Section 4.02(e)(iv); provided, however, that no such Lien shall extend to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in or cover any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAPSpecified Debt Asset; (vh) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to secured Debt permitted under Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and4.02(h); (vii) the replacement, extension or renewal of any Lien permitted by clause Section 4.01(c) in connection with any Refinancing Debt permitted under Section 4.02(d); and (iiij) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured therebyLiens securing Debt permitted under Section 4.02(i).

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes (but not in connection with a bona fide sale thereof), or permit any of its Material Subsidiaries to assignassign for security purposes (but not in connection with a bona fide sale thereof), any right to receive income, other than; provided that nothing in this Section 5.02 shall be construed to prevent or restrict the following: (i) Permitted Liens;, (ii) purchase money Liens upon or in, or conditional sales agreements or other title retention agreements with respect to, in any real property or personal property equipment acquired or held by the Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property, property or the construction of or improvements to such property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property)equipment, or Liens existing on such property or equipment at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition that were not incurred similar title retention agreements with respect to finance the acquisition of such property) property hereafter acquired or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of the right to receive incomeLiens existing on the Effective Date and described on Schedule 5.02(a) hereto, and other undisclosed Liens existing on the Effective Date securing obligations in the aggregate amount not to exceed $10,000,000. (iv) Liens on property, property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of its Subsidiaries; provided that any such Liens that were created during the period immediately prior to such merger, consolidation or acquisition were created in the ordinary course of business of such Person and the Debt secured by such Liens does not exceed the fair market value of the assets (including intangible assets) of such Person so merged into or consolidated with the Borrower or becomes a Subsidiary of the Borrower; (iv) Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP;its Subsidiaries, (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; and (vi) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) or and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorextension of the final maturity date) of the Indebtedness Debt secured thereby, (vi) Liens not otherwise permitted pursuant to clauses (i) through (v) above securing obligations not to exceed at any one time the amount of $10,000,000; and (vii) Liens on property of a Receivables Subsidiary created in connection with a Permitted Receivables Financing.

Liens, Etc. Create The Company shall not create or suffer to exist, or assume and shall not ---------- permit any of its Material Subsidiaries Restricted Subsidiary to create or suffer to existassume, any Lien on upon or with respect to any of its propertiesPrincipal Properties or shares of capital stock or Indebtedness of any Restricted Subsidiary, whether now owned or hereafter acquired, without making effective provision, and the Company in such case will make or assigncause to be made effective provision, whereby the Obligations shall be secured by such Lien equally and ratably with any and all other Indebtedness or obligations thereby secured, so long as such other Indebtedness or obligations shall be so secured; provided, however, that the foregoing shall not apply to any of the following: (a) Liens existing on the Closing Date and set forth on Schedule 9.01; ------------- (b) Liens on any Principal Property acquired, constructed or improved after the date of this Agreement which are created or assumed contemporaneously with, or permit within 120 days after, or pursuant to financing arrangements for which a firm commitment is made by a bank, insurance company or other lender or investor (not including the Company or any Restricted Subsidiary) within 120 days after, the completion of its Material such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or, in addition to Liens contemplated by Sections -------- 9.01(c) and 9.01(d), Liens on any Principal Property existing at the time of -------------------- acquisition thereof; provided, however, that in the case of any such -------- ------- acquisition, construction or improvement the Lien shall not apply to any property theretofore owned by the Company and/or one or more Restricted Subsidiaries to assignother than, in the case of such construction or improvement, any right theretofore unimproved real property on which the property so constructed, or the improvement, is located; (c) Liens on property or shares of capital stock or indebtedness of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or existing at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to receive incomethe Company, or to a Restricted Subsidiary; (d) Liens on property or shares of capital stock of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (e) Liens to secure Indebtedness of a Restricted Subsidiary to the Company or one or more Restricted Subsidiaries; (f) Liens in favor of the United States of America or any State thereof, or any department, agency or political subdivision of the United States of America or any State thereof, to secure partial, progress, advance or other than:payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens; (g) Liens on timberlands in connection with an arrangement under which the Company and/or one or more Restricted Subsidiaries are obligated to cut or pay for timber in order to provide the lienholder with a specified amount of money, however determined; (h) Liens created or assumed in the ordinary course of the business of exploring for, developing or producing oil, gas or other minerals (including in connection with borrowings of money for such purposes) on, or on any interest in, or on any proceeds from the sale of, property acquired or held for the purpose of exploring for, developing or producing oil, gas or other minerals, or production therefrom, or proceeds of such production, or material or equipment located on such property; (i) Permitted LiensLiens in favor of any customer arising in respect of performance deposits and partial, progress, advance or other payments made by or on behalf of such customer for goods produced or to be produced or for services rendered or to be rendered to such customer in the ordinary course of business, which Liens shall not exceed the amount of such deposits or payments; (iij) Liens on the property of the Company or any Restricted Subsidiary incurred or pledges and deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance, old-age pensions and other social security benefits other than in respect of employer plans subject to ERISA; (k) Liens pertaining to receivables or other accounts sold by the Company or any of its Restricted Subsidiaries pursuant to a receivables sale transaction in favor of the purchaser or purchasers of such receivables or other accounts; (l) purchase money liens or purchase money security interests upon or in, or conditional sales agreements or in any other title retention agreements with respect to, any real or personal property acquired or held by the Borrower Company or any Restricted Subsidiary in the ordinary course of business to secure the purchase price of such property, or the construction of or improvements to such property, property or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such property to be subject to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction or improvement of such property), or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property; (m) extensions, renewals and replacements of Liens referred to in Section ------- 9.01(a) through (l) or extensions, renewals, refundings or replacements of any of the foregoing for the same or a lesser amountthis Section 9.01(m), provided, however, that no such Lien the -------- ---- --------------- -------- ------- Indebtedness secured thereby shall extend to or cover any properties not exceed the principal amount of any character other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no Indebtedness so secured at the time of such extension, renewalrenewal or replacement, refunding and such extension, renewal or replacement shall extend be limited to all or cover any properties not theretofore subject to part of the property or assets which secured the Lien being extended, renewed, refunded renewed or replacedreplaced (plus improvements on such property); (iiin) assignments of Liens imposed by law, such as workers', materialmen's, mechanics', warehousemen's, carriers', lessors', vendors' and other similar Liens incurred by the right to receive income, and Liens on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower Company or any Restricted Subsidiary arising in the ordinary course of the Borrower or becomes a Subsidiary of the Borrowerbusiness which secure its obligations to any Person; (ivo) Liens created by or resulting from any litigation or proceedings which are being contested in good faith by appropriate proceedings; Liens arising out of judgments or awards against the Company and/or one or more Restricted Subsidiaries with respect to which the leases and related documents entered into Company and/or such Restricted Subsidiary or Restricted Subsidiaries are in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Borrower in connection with PVNGS Unit 2 and Liens with respect to Company and/or one or more Restricted Subsidiaries for the leased interests and related rights if the Borrower reacquires ownership in any purpose of those interests obtaining a stay or acquires any of the equity or owner participants’ interests discharge in the trusts that hold title course of any legal proceeding to which the Company and/or such leased interests, whether Restricted Subsidiary or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to Restricted Subsidiaries are a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAPparty; (vp) Liens for taxes, assessments or other assignments governmental charges or levies, either not yet due and payable or to the extent that non-payment thereof shall be permitted by Section 8.03, and landlord's liens on property held under lease ------------ and tenants' rights under leases; (q) zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or minor irregularities of title incident thereto which do not materially impair the value of any parcel of property material to the operation of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount not to exceed 20% business of the Borrower’s total assets Company and its Restricted Subsidiaries taken as stated on a whole or the most recent balance sheet value of such property for the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstandingpurpose of such business; and (vir) the replacement, extension or renewal of any Lien Liens arising in connection with Sale-Leaseback Transactions permitted by clause (iii) Section 9.02 or (iv) above upon or in as required by Section 3.07. ------------ ------------ Notwithstanding anything herein to the same property theretofore subject thereto contrary, and notwithstanding the timing of the Target becoming a Restricted Subsidiary hereunder, nothing herein shall restrict the ability of either the Offeror or the replacement, extension Company from disposing of or renewal (without increase in granting a Lien on the amount or change in any direct or contingent obligor) capital stock of the Indebtedness secured therebyTarget until such time as such capital stock shall cease to be "margin stock" within the meaning of Regulations T, U and X of the Federal Reserve Board.

Liens, Etc. Create or suffer to exist, or permit any ----------- of its Material Consolidated Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesproperties (other than, in the case of the Company, the Company's treasury stock), whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive incomeincome in order to secure Debt, other than: (iA) Permitted Liens;Liens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or inin any property, assets or conditional sales agreements or other title retention agreements with respect to, any real or personal property stock acquired or held by the Borrower Company or any Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property, or the construction of or improvements to such property, property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition, acquisition 364-DAY CREDIT AGREEMENT or construction or improvement of such property to be subject whether incurred prior or subsequent to such Liens (including any Liens placed on such property within 180 days after the latest of the acquisition, completion of construction acquisition or improvement of such property)construction, or Liens existing on such property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals, refundings renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, provided that no such Lien shall extend to or cover any properties of any character property other than the property being acquired, constructed or improved and proceeds, improvements and replacements thereof and no such extension, renewal, refunding renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed, refunded renewed or replaced;, (iii) assignments of Liens securing Debt, judgments and ERISA claims existing on the right to receive incomedate hereof and identified on Schedule 1, and other Liens existing on property, of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;date hereof, (iv) other Liens with respect to the leases and related documents entered into by the Borrower in connection with PVNGS Unit 2 and Liens with respect to the leased interests and related rights if the Borrower reacquires ownership in any of those interests or acquires any of the equity or owner participants’ interests in the trusts that hold title to such leased interests, whether or not it also directly assumes the Sale Leaseback Obligation Bonds, and Liens on the Borrower’s interests in the trusts that hold title to such leased interests and related rights in the event that the Borrower acquires any of the equity or owner participants’ interests in such trusts pursuant to a “special transfer” under the Borrower’s existing PVNGS Unit 2 sale and leaseback transactions and any Liens resulting or deemed to have resulted if the PVNGS Unit 2 leases are required to be accounted for as capital leases in accordance with GAAP; (v) other assignments of the right to receive income and Liens securing Indebtedness or claims in an aggregate principal amount at any time outstanding not to exceed 2010% of the Borrower’s total assets as stated on the most recent balance sheet of the Borrower provided pursuant to Section 4.01(e)(i) or 5.01(h)(ii) hereof at any time outstanding; andConsolidated Net Tangible Assets, (viv) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness amount secured thereby., and