Common use of Limitation on Secured Debt Clause in Contracts

Limitation on Secured Debt. The Company may not issue, incur, create, assume or guarantee, and may not permit any Restricted Subsidiary to issue, incur, create, assume or guarantee, any debt for borrowed money secured by a mortgage upon any assets of the Company or any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such assets, shares or indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing concurrently with the issuance, incurrence, creation, assumption or guarantee of any such secured debt, or the grant of a mortgage with respect to any such indebtedness, that the Securities (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company ranking equally with the Securities or any indebtedness of or guaranteed by any Restricted Subsidiary, as the case may be) shall be secured equally and ratably with (or, at the option of the Company, prior to) such secured debt. The foregoing restriction, however, will not apply to any of the following: (1) mortgages on property existing at the time of acquisition thereof by the Company or any Subsidiary; or (2) mortgages on property, shares of stock or indebtedness or other assets of any corporation existing at the time such corporation becomes a Restricted Subsidiary; or (3) mortgages on property, shares of stock or indebtedness to secure the payment of all or any part of the purchase price thereof, or mortgages on property, shares of stock or indebtedness to secure any indebtedness for borrowed money incurred prior to, at the time of, or within 180 days after, the latest of the acquisition thereof, or, in the case of property, the completion of construction, the completion of improvements, or the commencement of substantial commercial operation of such property, for the purpose of financing all or any part of the purchase price thereof, such construction, or the making of such improvements; or (4) mortgages to secure indebtedness owing to the Company or to a Restricted Subsidiary; or (5) mortgages existing at the date of the issuance of the Securities; or (6) mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the properties of a corporation to the Company or a Restricted Subsidiary; or (7) mortgages in favor of the United States or any State, territory or possession thereof (or the District of Columbia) or Canada, or any department, agency, instrumentality or political subdivision of the United States or any State, territory or possession thereof (or the District of Columbia) or Canada, to secure partial, progress, advance or other 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 mortgages; or (8) extensions, renewals, refinancings or replacements of any mortgage referred to in the foregoing clauses (1), (2), (3), (5) and (6); provided, however, that any mortgages permitted by any of the foregoing clauses (1), (2), (3), (5) and (6) shall not extend to or cover any property of the Company or such Restricted Subsidiary, as the case may be, other than the property, if any, specified in such clauses and improvements thereto. Notwithstanding the restrictions outlined in the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to issue, incur, create, assume or guarantee debt secured by a mortgage which would otherwise be subject to such restrictions, without equally and ratably securing the Securities, provided that after giving effect thereto, the sum of (i) all debt so secured by mortgages (not including mortgages permitted under clauses (1) through (8) above) and (ii) all Attributable Debt with respect to Sale and Lease-Back Transactions, at the time of determination, does not exceed 10% of the Consolidated Net Assets of the Company.

Limitation on Secured Debt. (a) The Company may not issue, incur, create, assume or guaranteewill not, and may will not permit any Restricted Subsidiary to issueto, create, incur, createissue, assume or guarantee, guarantee any debt for borrowed money Indebtedness secured by a mortgage upon Lien of any assets kind unless such Lien is created or incurred as permitted by paragraph (b) or (c) of this Section 4.13. (b) The prohibition contained in paragraph (a) of this Section 4.13 shall not apply to: (2) Liens created or incurred by the Company or any Restricted Subsidiary or upon any shares property (including, without limitation, Capital Stock or evidences of stock or indebtedness of any Restricted Subsidiary (whether such assets, shares or indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing concurrently with the issuance, incurrence, creation, assumption or guarantee of any such secured debt, or the grant of a mortgage with respect to any such indebtedness, that the Securities (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company ranking equally with the Securities or any indebtedness of or guaranteed Indebtedness issued by any Restricted Subsidiary), which property is acquired after the date of the original issuance of the Notes; provided, however, that immediately after the creation or incurrence of any such Lien: (i) no Default or Event of Default shall exist; (ii) such Lien shall attach solely to property acquired, purchased or created after the date of the original issuance of the Notes; (iii) such Lien shall have been created or incurred at the time of or within 12 months after the acquisition, purchase or creation, as the case may be, of such property; (iv) the aggregate amount of all Indebtedness secured by any such Lien shall not exceed 100% of the cost of acquisition, purchase or creation, as the case may be, of such property; and (v) the Indebtedness secured by such Lien shall be secured equally and ratably with permitted by clause (or, a)(2) of Section 4.12; (3) Liens affecting the property of a Person at the option time it becomes a Restricted Subsidiary, or at the time it is merged into or consolidated with the Company or a Restricted Subsidiary, or at the time all or substantially all of its property is acquired by the Company, prior to) such secured debt. The foregoing restrictionCompany or a Restricted Subsidiary; provided, however, will not apply that immediately after the creation or incurrence of any such Lien: (i) no Default or Event of Default shall exist; (ii) such Lien shall extend solely to any the property so acquired; and (iii) the Indebtedness secured by such Lien shall be permitted by clause (a)(2) of the following:Section 4.12; (14) mortgages Liens (including Liens arising from sale and leaseback transactions) on any property existing at the time of acquisition thereof by the Company or any Subsidiary; or (2) mortgages on property, shares of stock or indebtedness or other assets of any corporation existing at the time such corporation becomes a Restricted Subsidiary; or (3) mortgages on property, shares of stock or indebtedness incurred to secure the payment of all or any a part of the purchase price thereof, thereof or mortgages on property, shares of stock or indebtedness to secure any indebtedness for borrowed money Indebtedness incurred prior to, at the time of, of or within 180 days after, the latest of 12 months after the acquisition thereof, or, in the case of property, the completion of construction, the completion of improvements, or the commencement of substantial commercial operation of such property, thereof for the purpose of financing all or any part of the purchase price thereof; provided, however, that immediately after the creation or incurrence of any such constructionLien: (i) no Default or Event of Default shall exist; (ii) such Lien shall extend solely to the property so acquired; and (iii) the Indebtedness secured by such Lien shall be permitted by clause (a)(2) of Section 4.12; (5) Liens on any property to secure all or part of the cost of alteration, repair or improvement thereof, or to secure Indebtedness incurred to provide funds for such purpose, in a principal amount not exceeding the making cost of such alterations, repairs or improvements; orprovided, however, that immediately after the creation or incurrence of any such Lien: (i) no Default or Event of Default shall exist; (ii) such Lien shall extend solely to the property altered, repaired or improved; (iii) such Lien shall have been created or incurred at the time of or within 12 months after the date of completion of such alterations, repairs or improvements; and (iv) the Indebtedness secured by such Lien shall be permitted by clause (a)(2) of Section 4.12; (46) mortgages to Liens which secure indebtedness Indebtedness owing by a Wholly-Owned Restricted Subsidiary to the Company or to a another Wholly-Owned Restricted Subsidiary; orprovided, however, that immediately after the creation or incurrence of any such Lien, no Default or Event of Default shall exist; (57) mortgages existing at purchase money Liens on personal property; provided, however, that immediately after the date creation or incurrence of any such Lien: (i) no Default or Event of Default shall exist; (ii) such Lien shall extend solely to the issuance of the Securitiespersonal property acquired or purchased; or (6iii) mortgages on property of a corporation existing at the time such corporation is merged into Lien shall have been created or consolidated with the Company or a Restricted Subsidiary or incurred at the time of a saleor within 12 months after the date of acquisition or purchase, lease as the case may be, of such personal property; (iv) the Indebtedness secured by such Lien shall not exceed an amount equal to the acquisition or purchase price of such personal property; and (v) the Indebtedness secured by such Lien shall be permitted by clause (a)(2) of Section 4.12; (8) Liens (including judgment liens) arising in connection with legal proceedings, taxes, fees, assessments or other disposition governmental charges, so long as such proceedings, taxes, fees, assessments or other governmental charges are being contested in good faith and, in the case of all or substantially all of the properties of a corporation to the Company or a Restricted Subsidiary; orjudgment liens, execution thereon is stayed and any reserves required in accordance with GAAP have been established; (79) mortgages Liens in favor of the United States of America or any State, territory or possession thereof (or the District of Columbia) or Canadastate thereof, or any department, agency, agency or instrumentality or political subdivision of the United States or any State, territory or possession thereof (or the District of Columbia) or Canadathereof, to secure partial, progress, advance or other payments pursuant to payments; (10) carriers', warehousemen's, mechanics', landlords', materialmens', repairmens' or other similar Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or are being contested in good faith by appropriate proceedings diligently pursued; provided, however, that (i) any contract or statute or to secure any indebtedness incurred proceedings commenced for the purpose enforcement of financing all any such Lien shall have been stayed or any part suspended within 60 days of the purchase price or commencement thereof and (ii) provision for the cost payment of constructing or improving such Liens has been made to the extent required by GAAP; (11) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject to such mortgagesthereto or interfere with the ordinary conduct of the business of the Company or any Restricted Subsidiary; orand (8) extensions12) any extension, renewalsrenewal, refinancings replacement or replacements refunding of any mortgage Lien referred to in the foregoing clauses (1), ) through (2), (3), (5) and (611); provided, however, that immediately after the consummation of any mortgages permitted by any of the foregoing clauses (1)such extension, (2)renewal, (3), (5) and (6) shall not extend to replacement or cover any property of the Company or such Restricted Subsidiary, as the case may be, other than the property, if any, specified in such clauses and improvements thereto. Notwithstanding the restrictions outlined in the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to issue, incur, create, assume or guarantee debt secured by a mortgage which would otherwise be subject to such restrictions, without equally and ratably securing the Securities, provided that after giving effect thereto, the sum of refunding: (i) all debt the aggregate principal amount of Indebtedness secured thereby shall not exceed the aggregate principal amount of Indebtedness, plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured by mortgages (not including mortgages permitted under clauses (1) through (8) above) and (ii) all Attributable Debt with respect to Sale and Lease-Back Transactions, at the time of determination, does not exceed 10% of the Consolidated Net Assets of the Company.the

Limitation on Secured Debt. The Neither the Company may not issuenor a Subsidiary Borrower will, and the Company will not, permit any Consolidated Subsidiary to create, incur, create, assume or guarantee, and may not permit any Restricted Subsidiary suffer to issue, incur, create, assume or guaranteeexist, any debt for borrowed money Indebtedness secured by a mortgage upon Lien on any assets Restricted Property or any Indebtedness of the Company or any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such assetsSubsidiary, shares or indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing concurrently with the issuance, incurrence, creation, assumption or guarantee of any such secured debt, or the grant of a mortgage with respect to any such indebtedness, that the Securities (together with, if the Company shall so determine, Loans and any other indebtedness of or guaranteed Indebtedness evidenced by the Company ranking equally with the Securities or any indebtedness of or guaranteed by any Restricted Subsidiary, as the case may be) this Agreement shall be secured equally and ratably with (or, at the option of the Company, or prior to) such secured debt. The foregoing restrictionIndebtedness, so long as such secured Indebtedness shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Indebtedness (not including secured Indebtedness permitted to be secured under clauses (a) to (j) below) plus the aggregate "value" (as defined below) of all "sale and leaseback transaction" (as defined below, but not including any sale or leaseback transaction the proceeds of which have been or will be applied to funded Indebtedness of the Company or its Subsidiaries within 120 days from the time of such transaction) would not exceed five percent (5%) of Stockholders' Equity of the Company; provided, however, will that this Section 6.02 shall not apply to to, and there shall be excluded from secured Indebtedness in any computation for purposes of the followingthis Section 6.02, any Indebtedness secured by: (1a) mortgages Liens existing on property existing at the time date of acquisition thereof by the Company or any Subsidiary; orthis Agreement; (2b) mortgages any Lien existing on property, shares of stock or indebtedness or other assets any asset of any corporation existing at the time such corporation becomes a Restricted Consolidated Subsidiary and not created in contemplation of such event and which does not extend to any other assets of the Company or any Consolidated Subsidiary; or; (3c) mortgages any Lien on property, shares of stock any asset securing Indebtedness incurred or indebtedness to secure the payment of all or any part of the purchase price thereof, or mortgages on property, shares of stock or indebtedness to secure any indebtedness for borrowed money incurred prior to, at the time of, or within 180 days after, the latest of the acquisition thereof, or, in the case of property, the completion of construction, the completion of improvements, or the commencement of substantial commercial operation of such property, assumed for the purpose of financing all or any part of the purchase price cost of acquiring, constructing or improving such asset, provided that such Lien attaches to such asset concurrently with or within 24 months after the acquisition or completion of construction or improvement thereof, and provided further that the Indebtedness secured by such constructionLien shall not exceed the cost of acquiring, constructing or the making of improving such improvements; orasset; (4d) mortgages to secure indebtedness owing to the Company or to a Restricted Subsidiary; or (5) mortgages existing at the date any Lien on any asset of the issuance of the Securities; or (6) mortgages on property of a any corporation existing at the time such corporation is merged into or consolidated with or into the Company or a Restricted Consolidated Subsidiary or at the time and not created in contemplation of a sale, lease or such event and which does not extend to any other disposition of all or substantially all assets of the properties of a corporation Company or any Consolidated Subsidiary; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Restricted Subsidiary; orConsolidated Subsidiary and not created in contemplation of such acquisition; (7f) mortgages any Lien arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; (g) Liens to secure indebtedness of the pollution control or industrial revenue bond type and Liens in favor of the United States or any State, territory or possession thereof (or the District of Columbia) or CanadaState thereof, or any department, agency, instrumentality instrumentality, or political subdivision of the United States or any Statesuch jurisdiction, territory or possession thereof (or the District of Columbia) or Canada, to secure partial, progress, advance or other 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 mortgages; orthereto; (8) extensionsh) any Lien (including Liens in respect of production payments) to secure the payment of all or any part of the cost of exploration, renewalsdrilling, refinancings mining, or replacements development of property which had prior to September 30, 1998, produced no material volumes of hydrocarbons, minerals, timber or other products or by-products produced or extracted from such property, provided that the Indebtedness secured by such Lien shall not exceed the cost of exploring, drilling, mining or development such property; and provided further that such Lien shall not extend to any property other than the property being explored, drilled, mined or developed; (i) Liens securing Indebtedness incurred by the Company or any of its Subsidiaries to pay all or any part of the cost of exploration, drilling or development any North Sea properties within the territorial waters of the United Kingdom, provided, that the Indebtedness secured by such Liens shall not exceed the cost of such exploration, drilling, or development; and provided further that such Lien shall not extend to any property other than the property being explored, drilled or developed; and (j) any Lien arising out of the refinancing, extension, renewal or refunding of any mortgage referred to in the foregoing clauses (1), (2), (3), (5) and (6); provided, however, that Indebtedness secured by any mortgages Lien permitted by any of the foregoing clauses (1)of this section, (2)provided that the amount of such Indebtedness is not increased and is not secured by any additional assets; For purposes of this Section 6.02, (3)the term "sale and leaseback transaction" means any arrangement with any bank, (5) and (6) shall not extend insurance company or other lender or investor or to which any such lender or cover any property of investor is a party, providing for the Company or such Restricted Subsidiary, as the case may be, other than the property, if any, specified in such clauses and improvements thereto. Notwithstanding the restrictions outlined in the preceding paragraph, leasing by the Company or any of its Consolidated Subsidiaries for a period, including renewals, in excess of three years on any Restricted Subsidiary will be permitted to issueProperty owned or leased by the Company or any of its Consolidated Subsidiaries which has been sold or transferred, incurmore than 120 days after the completion of construction and commencement of full operation thereof, create, assume by the Company or guarantee debt secured by a mortgage which would otherwise be subject any of its Consolidated Subsidiaries to such restrictions, without equally and ratably securing lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the Securities, provided that after giving effect theretosecurity of such Restricted Property. For purposes of this Section 6.02, the sum term Avalue@ means, with respect to a sale and leaseback transaction, as of any particular time, an amount equal to the greater of (i) all debt so secured by mortgages (not including mortgages permitted under clauses (1) through (8) above) the net proceeds of sale of the Restricted Property leased pursuant to such sale and leaseback transaction, and (ii) all Attributable Debt with respect to Sale and Lease-Back Transactions, the fair value of such Restricted Property at the time of determination, does not exceed 10% entering into such sale and leaseback transaction as determined by the Board of the Consolidated Net Assets Directors of the Company, in each case multiplied by a fraction of which the numerator is the number of full years remaining in the term of the lease (without regard to renewal options) and the denominator is the number of full years of the full term of the lease (without regard to renewal options).

Limitation on Secured Debt. (a) The Company may not issuewill not, incur, create, assume or guarantee, and may not nor will it permit any Restricted Subsidiary to to, issue, incur, create, assume or guaranteeguarantee any indebtedness for money borrowed (hereinafter in this Article Four called "Debt"), any debt for borrowed money secured by a mortgage mortgage, security interest, pledge, lien or other encumbrance (mortgages, security interests, pledges, liens and other encumbrances being hereinafter in this Article Four called "mortgage" or "mortgages") upon any assets Principal Property of the Company or any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such assetsPrincipal Property, shares of stock or indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing concurrently with the issuance, incurrence, creation, assumption or guarantee guaranty of any such secured debt, or the grant of a mortgage with respect to any such indebtedness, Debt that the Securities (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company or such Restricted Subsidiary ranking equally with the Securities and then existing or any indebtedness of or guaranteed by any Restricted Subsidiary, as the case may bethereafter created) shall be secured equally and ratably with (or, at the option of the Company, prior to) such secured debt. The foregoing restrictionDebt so long as such Debt shall be so secured; provided, however, will that the foregoing restrictions shall not apply to any of the following:Debt secured by (1) mortgages on property existing at the time of acquisition thereof by the Company or any Subsidiary; or (2i) mortgages on property, shares of stock or indebtedness or other assets (hereinafter in this Article Four called "property") of any corporation existing at the time such corporation becomes a Restricted Subsidiary; or; (3ii) mortgages on propertyproperty existing at the time of acquisition of the affected property by the Company or a Restricted Subsidiary, shares of stock or indebtedness mortgages to secure the payment of all or any part of the purchase price thereof, of such property upon the acquisition of such property by the Company or mortgages on property, shares of stock a Restricted Subsidiary or indebtedness to secure any indebtedness for borrowed money Debt incurred by the Company or a Restricted Subsidiary prior to, at the time of, or within 180 days after, after the latest later of the acquisition thereof, or, in the case of propertyacquisition, the completion of construction, the completion of improvements, construction (including any improvements on an existing property) or the commencement of substantial commercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereofthereof or construction or improvements thereon; provided, however, that in the case of any such constructionacquisition, construction or improvement the mortgage shall not apply to any property theretofore owned by the Company or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any real property on which the property so constructed or the making improvement is located which, in the opinion of the Board of Directors, was, prior to such improvements; orconstruction or improvement, substantially unimproved for the use intended by the Company or such Restricted Subsidiary; (4iii) mortgages to secure indebtedness on property of a Restricted Subsidiary securing Debt owing to the Company or to a another Restricted Subsidiary; or; (5) mortgages existing at the date of the issuance of the Securities; or (6iv) mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the properties of a corporation or firm as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary; orprovided, however, that any such mortgages do not attach to or affect property theretofore owned by the Company or such Restricted Subsidiary; (7v) mortgages on property owned or leased by the Company or a Restricted Subsidiary in favor of the United States of America or any State, territory or possession thereof (or the District of Columbia) or CanadaState thereof, or any department, agency, agency or instrumentality or political subdivision of the United States of America or any StateState thereof, territory or possession thereof (in favor of any other country or the District any political subdivision thereof, or in favor of Columbia) or Canadaholders of securities issued by any such entity, to secure partial, progress, advance or other payments pursuant to any contract or statute (including, without limitation, mortgages to secure Debt of the pollution control or industrial revenue bond type), 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 construction of the property subject to such mortgages; (vi) mortgages existing at the date of this Indenture; (vii) landlords' liens on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business; (viii) mortgages on property of the Company or a Restricted Subsidiary to secure partial, progress, advance or other payments or any Debt incurred for the purpose of financing the cost of construction, development, or substantial repair, alteration or improvement of the property subject to such mortgages if the commitment for the financing is obtained not later than one year after the later of the completion of or the placing into operation (exclusive of test and start-up periods) of such constructed, developed, repaired, altered or improved property; (ix) mortgages arising in connection with contracts and subcontracts with or made at the request of the United States of America, or any state thereof, or any department, agency or instrumentality of the United States or any state thereof; (x) mechanics', materialmen's, carriers' or other like liens arising in the ordinary course of business (including construction of facilities) in respect of obligations which are not due or which are being contested in good faith; (xi) any mortgage arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulations, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege, franchise or license; (xii) mortgages for taxes, assessments or governmental charges or levies not yet delinquent or mortgages for taxes, assessments or governmental charges or levies already delinquent but the validity of which is being contested in good faith; (xiii) mortgages (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed; or (8) xiv) any extension, renewal or replacement (or successive extensions, renewals, refinancings renewals or replacements replacements) in whole or in part of any mortgage referred to in the foregoing clauses (1i) to (xiii), (2)inclusive, (3), (5) and (6); provided, however, that any mortgages permitted by any the principal amount of the foregoing clauses (1), (2), (3), (5) and (6) Debt secured or securable thereby shall not extend to or cover any property exceed the principal amount of the Company or such Restricted Subsidiary, as the case may be, other than the property, if any, specified in such clauses and improvements thereto. Notwithstanding the restrictions outlined in the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to issue, incur, create, assume or guarantee debt secured by a mortgage which would otherwise be subject to such restrictions, without equally and ratably securing the Securities, provided that after giving effect thereto, the sum of (i) all debt Debt so secured by mortgages (not including mortgages permitted under clauses (1) through (8) above) and (ii) all Attributable Debt with respect to Sale and Lease-Back Transactions, or securable at the time of determinationsuch extension, does not exceed 10% of the Consolidated Net Assets of the Company.renewal or replacement mortgage, and that such extension, renewal or replacement mortgage

Limitation on Secured Debt. The Neither the Company may not issuenor a Subsidiary Borrower will, and the Company will not, permit any Consolidated Subsidiary to create, incur, create, assume or guarantee, and may not permit any Restricted Subsidiary suffer to issue, incur, create, assume or guaranteeexist, any debt for borrowed money Indebtedness secured by a mortgage upon Lien on any assets Restricted Property or any Indebtedness of the Company or any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such assetsSubsidiary, shares or indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing concurrently with the issuance, incurrence, creation, assumption or guarantee of any such secured debt, or the grant of a mortgage with respect to any such indebtedness, that the Securities (together with, if the Company shall so determine, Loans and any other indebtedness of or guaranteed Indebtedness evidenced by the Company ranking equally with the Securities or any indebtedness of or guaranteed by any Restricted Subsidiary, as the case may be) this Agreement shall be secured equally and ratably with (or, at the option of the Company, or prior to) such secured debt. The foregoing restrictionIndebtedness, so long as such secured Indebtedness shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Indebtedness (not including secured Indebtedness permitted to be secured under clauses (a) to (j) below) plus the aggregate "value" (as defined below) of all "sale and leaseback transaction" (as defined below, but not including any sale or leaseback transaction the proceeds of which have been or will be applied to funded Indebtedness of the Company or its Subsidiaries within 120 days from the time of such transaction) would not exceed five percent (5%) of Stockholders' Equity of the Company; provided, however, will that this Section 6.02 shall not apply to to, and there shall be excluded from secured Indebtedness in any computation for purposes of the followingthis Section 6.02, any Indebtedness secured by: (1a) mortgages Liens existing on property existing at the time date of acquisition thereof by the Company or any Subsidiary; orthis Agreement; (2b) mortgages any Lien existing on property, shares of stock or indebtedness or other assets any asset of any corporation existing at the time such corporation becomes a Restricted Consolidated Subsidiary and not created in contemplation of such event and which does not extend to any other assets of the Company or any Consolidated Subsidiary; or; (3c) mortgages any Lien on property, shares of stock any asset securing Indebtedness incurred or indebtedness to secure the payment of all or any part of the purchase price thereof, or mortgages on property, shares of stock or indebtedness to secure any indebtedness for borrowed money incurred prior to, at the time of, or within 180 days after, the latest of the acquisition thereof, or, in the case of property, the completion of construction, the completion of improvements, or the commencement of substantial commercial operation of such property, assumed for the purpose of financing all or any part of the purchase price cost of acquiring, constructing or improving such asset, provided that such Lien attaches to such asset concurrently with or within 24 months after the acquisition or completion of construction or improvement thereof, and provided further that the Indebtedness secured by such constructionLien shall not exceed the cost of acquiring, constructing or the making of improving such improvements; orasset; (4d) mortgages to secure indebtedness owing to the Company or to a Restricted Subsidiary; or (5) mortgages existing at the date any Lien on any asset of the issuance of the Securities; or (6) mortgages on property of a any corporation existing at the time such corporation is merged into or consolidated with or into the Company or a Restricted Consolidated Subsidiary or at the time and not created in contemplation of a sale, lease or such event and which does not extend to any other disposition of all or substantially all assets of the properties of a corporation Company or any Consolidated Subsidiary; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Restricted Subsidiary; orConsolidated Subsidiary and not created in contemplation of such acquisition; (7f) mortgages any Lien arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; (g) Liens to secure indebtedness of the pollution control or industrial revenue bond type and Liens in favor of the United States or any State, territory or possession thereof (or the District of Columbia) or CanadaState thereof, or any department, agency, instrumentality instrumentality, or political subdivision of the United States or any Statesuch jurisdiction, territory or possession thereof (or the District of Columbia) or Canada, to secure partial, progress, advance or other 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 mortgages; orthereto; (8) extensionsh) any Lien (including Liens in respect of production payments) to secure the payment of all or any part of the cost of exploration, renewalsdrilling, refinancings mining, or replacements development of property which had prior to September 30, 1998, produced no material volumes of hydrocarbons, minerals, timber or other products or by-products produced or extracted from such property, provided that the Indebtedness secured by such Lien shall not exceed the cost of exploring, drilling, mining or development such property; and provided further that such Lien shall not extend to any property other than the property being explored, drilled, mined or developed; (i) Liens securing Indebtedness incurred by the Company or any of its Subsidiaries to pay all or any part of the cost of exploration, drilling or development any North Sea properties within the territorial waters of the United Kingdom, provided, that the Indebtedness secured by such Liens shall not exceed the cost of such exploration, drilling, or development; and provided further that such Lien shall not extend to any property other than the property being explored, drilled or developed; and (j) any Lien arising out of the refinancing, extension, renewal or refunding of any mortgage referred to in the foregoing clauses (1), (2), (3), (5) and (6); provided, however, that Indebtedness secured by any mortgages Lien permitted by any of the foregoing clauses (1)of this section, (2)provided that the amount of such Indebtedness is not increased and is not secured by any additional assets; For purposes of this Section 6.02, (3)the term "sale and leaseback transaction" means any arrangement with any bank, (5) and (6) shall not extend insurance company or other lender or investor or to which any such lender or cover any property of investor is a party, providing for the Company or such Restricted Subsidiary, as the case may be, other than the property, if any, specified in such clauses and improvements thereto. Notwithstanding the restrictions outlined in the preceding paragraph, leasing by the Company or any of its Consolidated Subsidiaries for a period, including renewals, in excess of three years on any Restricted Subsidiary will be permitted to issueProperty owned or leased by the Company or any of its Consolidated Subsidiaries which has been sold or transferred, incurmore than 120 days after the completion of construction and commencement of full operation thereof, create, assume by the Company or guarantee debt secured by a mortgage which would otherwise be subject any of its Consolidated Subsidiaries to such restrictions, without equally and ratably securing lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the Securities, provided that after giving effect theretosecurity of such Restricted Property. For purposes of this Section 6.02, the sum term "value" means, with respect to a sale and leaseback transaction, as of any particular time, an amount equal to the greater of (i) all debt so secured by mortgages (not including mortgages permitted under clauses (1) through (8) above) the net proceeds of sale of the Restricted Property leased pursuant to such sale and leaseback transaction, and (ii) all Attributable Debt with respect to Sale and Lease-Back Transactions, the fair value of such Restricted Property at the time of determination, does not exceed 10% entering into such sale and leaseback transaction as determined by the Board of the Consolidated Net Assets Directors of the Company, in each case multiplied by a fraction of which the numerator is the number of full years remaining in the term of the lease (without regard to renewal options) and the denominator is the number of full years of the full term of the lease (without regard to renewal options).

Limitation on Secured Debt. (a) The Company may will not, and will not issuepermit any of its Restricted Subsidiaries to create, incur, createissue, assume or guarantee, and may not permit guarantee any Restricted Subsidiary to issue, incur, create, assume or guarantee, any debt Indebtedness for borrowed money secured by a mortgage upon any assets of the Company or any Restricted Subsidiary Mortgage on or upon any shares Principal Property, whether owned at the date of stock this Indenture or indebtedness acquired after the date of any Restricted Subsidiary (whether such assetsthis Indenture, shares or indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing concurrently with the issuance, incurrence, creation, assumption or guarantee of any such secured debt, or the grant of a mortgage with respect to any such indebtedness, ensuring that the Securities Notes (together withtogether, if at the Company shall so determineCompany’s option, with any other indebtedness of Indebtedness created, issued, assumed or guaranteed by the Company ranking equally with the Securities or any indebtedness of its Restricted Subsidiaries then existing or guaranteed by any Restricted Subsidiary, as the case may bethereafter created) shall will be secured by such Mortgage equally and ratably with (or, at the option of the Company’s option, prior to) such Indebtedness for so long as, and to the extent, such indebtedness is so secured debt. (and any Mortgage created for the benefit of the Holders of the Notes and any other Securities of any series issued pursuant to the Base Indenture and having the benefit of this covenant shall provide by its terms that such Mortgage will be automatically released and discharged upon the release and discharge of the Mortgage securing such other Indebtedness). (b) The foregoing restriction, however, provisions of Section 4.06(a) hereof will not apply to Indebtedness secured by any of the following: (1i) mortgages Mortgages on any property existing at the time of acquisition thereof acquired, leased, constructed or improved by the Company or any Subsidiary; or (2) mortgages on property, shares of stock or indebtedness or other assets of any corporation existing at its Restricted Subsidiaries after the time such corporation becomes a Restricted Subsidiary; or (3) mortgages on property, shares of stock or indebtedness Issue Date to secure Indebtedness incurred for the payment purpose of financing or refinancing all or any part of the purchase price thereof, of such property or mortgages of the cost of any construction or improvements on such property, shares of stock or indebtedness in each case, to secure any indebtedness for borrowed money the extent that the original Indebtedness is incurred prior to, at the time of, to or within 180 days afterone year after the applicable acquisition, the latest of the acquisition thereoflease, or, in the case of property, the completion of construction, the completion construction or beginning of improvements, or the commencement of substantial commercial operation of such property, for as the purpose of financing all or any part of the purchase price thereof, such construction, or the making of such improvements; orcase may be; (4ii) mortgages to secure indebtedness owing to Mortgages on any property existing at the time the Company or to a any Restricted Subsidiary; orSubsidiary acquires any of the same, which Mortgages were not incurred in anticipation of such acquisition; (5iii) mortgages existing at the date of the issuance of the Securities; or (6) mortgages Mortgages on property of a corporation Person existing at the time such corporation is merged into or consolidated with the Company or a any Restricted Subsidiary merges or consolidates with such Person or at the time of a sale, lease the Company or other disposition of any Restricted Subsidiary acquires all or substantially all of the properties of a corporation such Person, which Mortgages were not incurred in anticipation of such merger, consolidation or acquisition; (iv) Mortgages to secure Indebtedness of any Restricted Subsidiary of the Company to the Company or a another Restricted Subsidiary; or; (7v) mortgages Mortgages in favor of governmental bodies (or in favor of the United States or any State, territory or possession thereof (or the District holders of Columbiasecurities issued by such governmental bodies) or Canada, or any department, agency, instrumentality or political subdivision of the United States or any State, territory or possession thereof (or the District of Columbia) or Canada, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness Indebtedness incurred for the purpose of financing or guaranteed to finance or refinance all or any part of the purchase price of the property, shares of capital stock or Indebtedness subject to such Mortgages, or the cost of constructing or improving the property subject to such mortgages; orMortgage (including mortgages to secure debt of the pollution control or industrial revenue bond type); (8) vi) Mortgages in connection with a Sale and Lease-Back Transaction satisfying provisions described under Section 4.07; (vii) extensions, renewals, refinancings renewals or replacements of any mortgage Mortgage existing on the Issue Date or any Mortgage referred to in the foregoing clauses (1i) through (vi) above; provided that the principal amount of Indebtedness secured thereby may not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement (plus the amount of all fees, expenses and accrued interest payable in connection therewith), and such extension, renewal or replacement will be limited to all or a part of the property (2plus improvements and construction on such property), shares of capital stock or Indebtedness that was subject to the Mortgage so extended, renewed or replaced; (3), (5viii) Mortgages on accounts receivable and (6); provided, however, that any mortgages permitted by any of the foregoing clauses (1), (2), (3), (5) and (6) shall not extend to or cover any property related assets of the Company or such and its Restricted Subsidiary, as the case may be, other than the property, if any, specified in such clauses and improvements thereto. Subsidiaries pursuant to a Qualified Securitization Transaction; and (ix) Permitted Liens. (c) Notwithstanding the restrictions outlined in the preceding paragraphSection 4.06(a), the Company or and any of its Restricted Subsidiary will be permitted to issueSubsidiaries may create, incur, createissue, assume or guarantee debt Indebtedness secured by a mortgage which Mortgage without adhering to the requirements of Section 4.06(a) or (b), if at the time of such issuance, assumption or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the aggregate amount of all such Indebtedness secured by Mortgages that would otherwise be subject to such restrictions, without equally and ratably securing the Securities, provided that after giving effect thereto, the sum of restrictions in Section 4.06(a) (other than any Indebtedness secured by Mortgages described in clauses (i) all debt so secured by mortgages (not including mortgages permitted under clauses (1) through (8) aboveix) and of Section 4.06(b)) plus the aggregate amount (iiwithout duplication) of all Attributable Debt with of the Company and any of its Restricted Subsidiaries in respect to of Sale and Lease-Back Transactions, at Transactions (with the time exception of determination, any such transactions that are permitted under clauses (a) and (b) of Section 4.07) does not exceed 1020% of the Consolidated Net Tangible Assets of the CompanyCompany as of the date on which any such Indebtedness is incurred.

Limitation on Secured Debt. The Company may not issueshall not, nor shall it permit any Subsidiary to, incur, create, assume or guarantee, and may not permit any Restricted Subsidiary to issue, incurassume, createguarantee or create any Secured Debt, assume or guarantee, any debt for borrowed money secured by a mortgage upon any assets of the Company or any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such assets, shares or indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing concurrently with the incurrence, issuance, incurrenceassumption, creation, assumption guaranty or guarantee creation of any such secured debt, or the grant of a mortgage with respect to any such indebtedness, Secured Debt that the Securities (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company ranking equally with the Securities or any indebtedness of or guaranteed by any Restricted Subsidiary, as the case may be) shall each series will be secured equally and ratably with (orwith, at or prior to, such Secured Debt, unless, after giving effect thereto, the option sum of the Company, prior to) such secured debt. The foregoing restrictionaggregate amount of all outstanding Secured Debt of the Company and its Subsidiaries would not exceed 15% of Consolidated Net Tangible Assets; provided, however, will that this restriction shall not apply to to, and there shall be excluded from Secured Debt in any of the followingcomputation under this restriction, Debt secured by: (1) mortgages Liens on property property, shares of capital stock or Debt of any Person existing at the time such Person becomes a Subsidiary; provided that the Liens were not granted in contemplation of that Person becoming a Subsidiary; or (2) Liens on property, shares of capital stock or Debt existing at the time of acquisition thereof by the Company or any Subsidiary; or (2) mortgages on property, shares provided that the Liens were not granted in contemplation of stock or indebtedness or other assets of any corporation existing at the time such corporation becomes a Restricted Subsidiarythat acquisition; or (3) mortgages Liens on property, shares of capital stock or indebtedness to secure the payment of all or any part of the purchase price thereof, or mortgages on property, shares of stock or indebtedness to secure any indebtedness for borrowed money incurred prior to, Debt created at the time of, or within 180 days after, the latest of twelve months after the acquisition thereof, or, in the case of property, or the completion of construction, the completion of improvements, construction or the commencement of substantial commercial operation improvement of such property, for the purpose of financing all or any part of the purchase price thereof, such construction, or the making of such improvements; or (4) mortgages to secure indebtedness owing to the Company or to a Restricted Subsidiary; or (5) mortgages existing at the date of the issuance of the Securities; or (6) mortgages on property of a corporation existing at the time such corporation whichever is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the properties of a corporation to the Company or a Restricted Subsidiary; or (7) mortgages in favor of the United States or any State, territory or possession thereof (or the District of Columbia) or Canada, or any department, agency, instrumentality or political subdivision of the United States or any State, territory or possession thereof (or the District of Columbia) or Canadalater, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred provide for the purpose payment of financing all or any part of the purchase price or the cost of constructing construction or improving improvement thereof; provided that (a) the property subject to such mortgagesamount secured does not exceed the purchase price or cost of construction or improvement; or (8) extensions, renewals, refinancings or replacements of any mortgage referred to in the foregoing clauses (1), (2), (3), (5) and (6); provided, however, that any mortgages permitted by any of b) the foregoing clauses (1), (2), (3), (5) and (6) shall Lien does not extend to any other property, shares or cover any property of the Company or such Restricted Subsidiary, as the case may be, Debt other than the property, if anyshares or Debt purchased, specified constructed or improved; or (4) Liens in such clauses and improvements thereto. Notwithstanding the restrictions outlined in the preceding paragraph, favor of the Company or any Restricted Subsidiary will be permitted of its Subsidiaries; or (5) Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is exempt from Federal income taxation pursuant to issueSection 103(b) of the Internal Revenue Code; or (6) Liens existing on the Issue Date of the relevant series of Securities (other than Liens of the type described in clause (4)); or (7) any extension, incurrenewal, create, assume refunding or guarantee debt replacement of the foregoing (other than Liens of the type described in clause (4)); provided that the amount secured by a mortgage which would otherwise be subject to such restrictions, without equally the Lien is not increased and ratably securing the Securities, provided that after giving effect thereto, the sum of (i) all debt so secured by mortgages (not including mortgages permitted under clauses (1) through (8) above) and (ii) all Attributable Debt with respect to Sale and Lease-Back Transactions, at the time of determination, Lien does not exceed 10% of the Consolidated Net Assets of the Companyextend to any additional property or assets.