Common use of Limitation on Secured Debt Clause in Contracts

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding, the Company shall not create or suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"), without providing that such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding(a) The Company will not, the Company shall not create or suffer to be created or to exist or nor will it permit any of its Subsidiaries to create to, create, incur or suffer to be created or to exist assume any additional mortgage, pledge, security interest, or Lien (other lien (collectively "than Permitted Liens") that secures any Debt on any utility properties or tangible assets now owned or hereafter acquired by Principal Property of the Company or its Subsidiaries to secure any indebtedness for borrowed money Subsidiary, or on capital stock of any Subsidiary that owns a Principal Property ("Secured Debt"“secured debt”), without providing that securing the Notes (together with, at the option of the Company, any other Debt of the Company or such 2013 Notes will be similarly Subsidiary ranking equally in right of payment with the Notes) equally and ratably with or, at the option of the Company, prior to, such other Debt for so long as such other Debt is so secured. Further, Any Lien that is granted to secure the Notes under this restriction on Secured Debt does Section 4.1 shall be automatically released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the Notes under this Section 4.1. (b) The restrictions set forth in Section 4.1(a) do not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by any secured debt (and for the foregoing clauses; and o The pledge avoidance of doubt, any bonds successive extensions, renewals or replacements of such secured debt), so long as the principal amount of secured debt shall not exceed the amount of secured debt existing at the time of such extension, renewal or replacement (plus an amount equal to any premiums, accrued interest, fees, expenses or other securities at costs payable in connection therewith). (c) The Company or any time issued under any Subsidiary may incur or otherwise create secured debt without equally and ratably securing the Notes if, when such secured debt is incurred or created, the total amount of the Secured all outstanding secured debt (excluding Debt permitted secured by the above clauses. In addition Permitted Liens) plus Attributable Debt relating to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that sale and leaseback transactions entered into pursuant to Section 4.2(c)(1) does not exceed 15% of the Company’s Consolidated Net Tangible Assets as defined belowAssets.

Limitation on Secured Debt. So With respect to any series of Securities, other than Subordinated Securities: Unless otherwise provided in such series of Securities, so long as any of the 2013 Notes are outstandingsuch Securities shall be Outstanding, neither the Company shall not create or nor any Restricted Subsidiary will incur, suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure guarantee any indebtedness for borrowed money ("Secured “Debt"”), without providing that secured by a mortgage, pledge, or lien (a “Mortgage”) on any Principal Property or on any shares of stock of (or other interests in) any Restricted Subsidiary unless the Company or such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply Restricted Subsidiary secures or causes such Restricted Subsidiary to secure the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder Securities of such series (other than issuances Subordinated Securities) and any other Debt of refunding first mortgage bonds). In additionthe Company or such Restricted Subsidiary, this restriction at the option of the Company or such Restricted Subsidiary, not subordinate to the Securities, equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless after giving effect thereto the aggregate amount of all such Debt so secured does not prevent exceed 15% of Consolidated Net Tangible Assets. This restriction will not, however, apply to Debt secured by: (a) Mortgages existing prior to the creation or existence of: o Liens original issuance of such Securities; (b) Mortgages on property of, or on shares of stock of (or other interests in) or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (c) Mortgages in favor of the Company or any Restricted Subsidiary; (d) Mortgages in favor of, or required by contracts with, any governmental bodies; (e) Mortgages on property, shares of stock (or other interests) or Debt existing at the time of acquisition thereof (including acquisition through merger or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, consolidation) or to secure the payment of all or any part of the purchase price thereof or construction cost thereofor improvement thereon or to secure any Debt incurred prior to, including at the extension of any Liens to repairstime of, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on within 365 days after the property subject thereto; o Financing later of the Company's accounts receivable acquisition, the completion of construction, or the commencement of full operation of such property or within 365 days after the acquisition of such shares or Debt for electric servicethe purpose of financing all or any part of the purchase price thereof or construction thereon; o Any extensionsand (f) any extension, renewals renewal or replacements refunding referred to in the foregoing clauses (or successive extensions, renewals or replacementsa) to (e), inclusive. The transfer of a Principal Property to an Unrestricted Subsidiary or the change in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition designation from Restricted Subsidiary to the permitted issuances above, Secured Debt Unrestricted Subsidiary which owns a Principal Property shall not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined belowrestricted.

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding(a) Parent will not, the Company shall and will not create or suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist Restricted Subsidiary to, Incur any additional mortgage, pledge, security interest, or other lien (collectively "Liens") Debt secured by a Lien on any utility properties or tangible assets Principal Property, now owned or hereafter acquired owned by the Company Parent or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt")Restricted Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary, without effectively providing that the Securities of that series (together with, if Parent shall so determine, any other Debt of Parent or such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does Restricted Subsidiary then existing or thereafter created which is not apply subordinate to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture Securities) shall be secured equally and ratably with (or any indenture supplemental theretoprior to) such secured Debt so long as such secured debt shall be so secured; provided that Parent or any Restricted Subsidiary may Incur Debt secured by Liens without equally and ratably securing the Securities of that series if, on the date of the Incurrence, after giving effect to the Incurrence and to the retirement of any Debt that is concurrently being retired, the aggregate amount of all outstanding Debt secured by Liens which could not have been incurred, issued, assumed or guaranteed by Parent or a Restricted Subsidiary without equally and ratably securing the Securities of each series then Outstanding except for the proviso of this restriction will apply paragraph, together with the aggregate amount of Attributable Debt incurred pursuant to future issuances thereunder (other than issuances of refunding first mortgage bondsSection 10.07(b)(iii). In addition, this restriction does not prevent at such time exceed 20% of Consolidated Net Tangible Assets of Parent. (b) Notwithstanding the creation or existence of: o foregoing, Parent and, to the extent provided below, any Restricted Subsidiary may Incur Debt secured by the following Liens (“Permitted Debt”): (i) Liens on property existing at the time of acquisition any Principal Property acquired (whether by merger, consolidation, purchase, lease or construction of such property (or created within one year after completion of such acquisition or constructionotherwise), whether constructed or improved by purchaseParent or any Restricted Subsidiary after the date of the Indenture which are created or assumed prior to, mergercontemporaneously with, or within 360 days after, such acquisition, construction or otherwiseimprovement, or to secure or provide for the payment of all or any part of the purchase price cost of such acquisition, construction or construction cost improvement (including related expenditures capitalized for federal income tax purposes in connection therewith) incurred after the date of the Indenture; (ii) Liens on any property, shares of Capital Stock or Debt existing at the time of acquisition thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens on property, shares of Capital Stock or Debt of a Corporation existing at the extension time such Corporation becomes a Restricted Subsidiary); (iii) Liens in favor of, or which secure Debt owing to, Parent or any Restricted Subsidiary; (iv) Liens in favor of the United States or any state thereof, or any department, agency, or instrumentality or political subdivision thereof, or political entity affiliated therewith, or in favor of any Liens other country, or any political subdivision thereof, to repairssecure partial, renewalsprogress, replacementsadvance or other payments, substitutionsor other obligations, bettermentspursuant to any contract or statute, additionsor to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, extensions and improvements then constructing or thereafter made on improving the property subject thereto; o Financing to such Liens (including Liens incurred in connection with pollution control, industrial revenue or similar financings); (v) Liens imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar Liens arising in the ordinary course of business, or governmental (federal, state or municipal) Liens arising out of contracts for the sale of products or services by Parent or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the Company's foregoing; (vi) pledges or deposits under workmen’s compensation, unemployment insurance, or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which Parent or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of Parent or any Restricted Subsidiary, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the United States to secure surety, appeal or customs bonds to which Parent or any Restricted Subsidiary is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (vii) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against Parent or any Restricted Subsidiary with respect to which Parent or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by Parent or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which Parent or such Restricted Subsidiary is a party; (viii) Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; (ix) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’ Liens and other similar Liens and encumbrances none of which interfere materially with the use of the property covered thereby in the ordinary course of the business of Parent or such Restricted Subsidiary and which do not, in the opinion of Parent, materially detract from the value of such properties; (x) Liens existing on the first date on which the Securities of that series are authenticated; (xi) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of setoff or similar rights and remedies as to deposit accounts receivable for electric serviceor other funds maintained with a creditor depository institution; o Any extensionsprovided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Parent or the applicable Restricted Subsidiary in excess of those set forth by regulations promulgated by the Federal Reserve Board and (ii) such deposit account is not intended to provide collateral to the depository institution; or (xii) any extension, renewals renewal or replacements replacement (or successive extensions, renewals removals or replacements), in ) as a whole or in part, of Liens permitted by any Lien referred to in the foregoing clausesclauses (i) to (xi), inclusive; and o The pledge of any bonds provided that (i) such extension, renewal or other securities at any time issued under any replacement Lien shall be limited to all or a part of the Secured same property, shares of stock or Debt permitted that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by the above clauses. In addition to the permitted issuances above, Secured Debt such Lien at such time is not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined belowincreased.

Limitation on Secured Debt. So long as any of the 2013 2033 Notes are outstanding, the Company shall not create or suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"), without providing that such 2013 2033 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

Limitation on Secured Debt. So The Borrower will not, nor will it permit any Restricted Subsidiary to, incur, issue, assume or guarantee any Debt secured by any Lien on any property or assets of the Borrower or any Restricted Subsidiary, or on any shares of stock or Debt of any Restricted Subsidiary, without effectively providing that the principal of, premium, if any, and interest, if any, on the Loans (together with, if the Borrower so determines, any other Debt of the Borrower or such Restricted Subsidiary, which is not subordinated to the Loans) shall be secured equally and ratably with (or prior to) such Debt, so long as any such Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt of the 2013 Notes are outstandingBorrower and the Restricted Subsidiaries would not exceed 10% of Consolidated Net Tangible Assets of the Borrower and the Restricted Subsidiaries; provided, however, that no Asset Drop Down shall, in any event, constitute a Lien; and provided further that neither the Company satisfaction and discharge of any Debt pursuant to any indenture or instrument governing such Debt, nor the defeasance of any Debt pursuant to any indenture or instrument governing such Debt, shall not create be deemed the incurrence, issue, assumption or suffer to be created or to exist or permit any guarantee of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired Debt secured by a Lien for purposes of this Section. Notwithstanding the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"), without providing that such 2013 Notes will be similarly secured. Furtherforegoing, this restriction on Secured Debt does not apply to Section shall neither limit nor be deemed or construed as limiting the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture right of the Borrower or any indenture supplemental thereto; provided that this restriction will apply Restricted Subsidiary to future issuances thereunder incur, issue, assume or guarantee any Debt secured by any one or more of the following: (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o 1) Liens on property of, or on any shares of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary of the Borrower; (2) Liens on property, shares of stock, other equity interests, or Debt existing at the time of acquisition or construction of such repossession thereof by the Borrower or any Restricted Subsidiary; (3) Liens on physical property (or created within one year after completion of such acquisition or constructionany Accounts Receivable arising in connection with the lease thereof), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.shares of

Limitation on Secured Debt. So long as The Company covenants and agrees that it will not itself, and will not permit any Restricted Subsidiary to, issue, assume, guarantee or incur any Secured Debt, without effectively providing that the Securities of the 2013 Notes are outstandingany series (together with, if the Company shall not create or suffer to be created or to exist or permit so determine, any other Indebtedness of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money such Restricted Subsidiary then existing or thereafter created ranking equally with the Securities, including guaranty of Indebtedness of others) shall be secured equally and ratably with ("or prior to) such Secured Debt"), without providing that so long as such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does shall be so secured, except that this Section 1008 shall not apply to Secured Debt Secured by: (1) Mortgages on property of any corporation existing at the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder time such corporation becomes a Subsidiary; (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens 2) Mortgages on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, thereof or to secure the payment of all or any part of the purchase price thereof or construction cost to secure any indebtedness incurred prior to, at the time of or within 120 days after the acquisition of such property for the purpose of financing all or any part of the purchase price thereof; (3) Mortgages on property in favor of the United States of America or any state thereof, including the extension or any other country, or any political subdivision of any Liens of the foregoing, to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then secure payments pursuant to any contract or thereafter made on statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject thereto; o Financing to such Mortgages; (4) Mortgages which secure Indebtedness owing to the Company or to a Wholly-owned Restricted Subsidiary by a Subsidiary; (5) Mortgages incurred or assumed in connection with the issuance of revenue bonds the interest on which is exempt from Federal income tax pursuant to Section 103(b) of the Company's accounts receivable for electric serviceInternal Revenue Code of 1986, as amended (or any successor provision thereof); o Any extensionsor (6) any extension, renewals renewal or replacements replacement (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by any Mortgage referred to in the foregoing clauses; and o The pledge clauses (1) to (5), inclusive, or of any bonds indebtedness secured thereby; provided that such extension, renewal or other securities at replacement Mortgage shall be limited to all or any time issued under part of the same property that secured the Mortgage extended, renewed or replaced (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 1008, the Company and any one or more Restricted Subsidiary may, without equally and ratably securing the Securities of any series, issue, assume, guarantee or incur Secured Debt which would otherwise be subject to the foregoing restrictions if, after giving effect to the Secured Debt permitted by to be issued, assumed, guaranteed or incurred, the above clauses. In addition to sum of (a) the permitted issuances above, aggregate amount of all such Secured Debt of the Company and its Restricted Subsidiaries (not otherwise so including Secured Debt permitted may be issued under clauses (1) through (6) above) in an existence at such time, (b) the aggregate value of the Sale and Leaseback Transactions (as defined in Section 1009) in existence at such time (not including Sale and Leaseback Transactions permitted under clauses (2) through (4) of Section 1009) and (c) the aggregate amount that of all unsecured Funded Debt of Restricted Subsidiaries (not including any unsecured Funded Debt permitted under clauses (2) and (3) of Section 1010) in existence at such time, does not exceed 155% of the Company's Consolidated Net Tangible Assets as defined belowAssets.

Limitation on Secured Debt. So long as any of the 2013 2005 Notes are outstanding, the Company shall not create or suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"), without providing that such 2013 2005 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

Limitation on Secured Debt. So long as any of the 2013 Series I Notes are outstanding, the Company shall will not create or suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"), without providing that such 2013 Series I Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o : (i) Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o ; (ii) Financing of the Company's accounts receivable for electric service; o ; (iii) Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o and (iv) The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

Limitation on Secured Debt. So long as any of the 2013 Notes are outstandingThe Issuer will not, the Company shall and will not create or suffer to be created or to exist or permit any of its Subsidiaries to create to, incur any Debt (including (i) guarantees of Debt incurred by the Guarantor and (ii) guarantees of debt of a Subsidiary of the Guarantor that is not a Subsidiary of the Issuer), other than Intercompany Debt and guarantees of Debt incurred by Issuer or suffer to be created or to exist its Subsidiaries in compliance with this Indenture, secured by any additional mortgage, lien, charge, pledge, encumbrance or security interestinterest of any kind upon any of Issuer’s or any of its Subsidiaries’ property if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds thereof, the aggregate principal amount of all of Issuer’s and its Subsidiaries’ outstanding Debt on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or other lien (collectively "Liens") security interest on any utility properties or tangible assets now owned or hereafter acquired by the Company Issuer’s or its Subsidiaries to secure any indebtedness for borrowed money Subsidiaries’ property is greater than 40% of the sum of ("Secured Debt"), without providing that such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply duplication) (1) Total Assets as of the end of the Issuer’s most recently completed fiscal quarter prior to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction incurrence of such property additional Debt and (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of 2) the purchase price of any real estate assets or construction cost thereofmortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the extension incurrence of any Liens to repairssuch additional Debt; provided, renewalsthat for purposes of this limitation, replacements, substitutions, betterments, additions, extensions the amount of obligations under capital leases shown as a liability on Issuer’s consolidated balance sheet shall be deducted from Debt and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined belowfrom Total Assets.

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding, the The Company shall not create or suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "“Liens"”) on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness Indebtedness for borrowed money ("“Secured Debt"”), without providing that such 2013 the Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this This restriction does not prevent the creation or existence of: o : (a) Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing ; (b) financing of the Company's ’s accounts receivable for electric service; o Any ; (c) any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The and (d) the pledge of any bonds or other securities Securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below; provided that, notwithstanding the foregoing, in the event that at any time the Company provides a Lien to or for the benefit of the lenders under a Credit Facility or an agent on their behalf, then the Company will grant to and for the benefit of the holders of the Notes a similar first priority Lien (subject only to Liens otherwise permitted by this Section 10.2, and ranking pari passu with the Lien provided to or for the benefit of the lenders and/or the agent, as the case may be, under such Credit Facility), over the same assets, property and undertaking of the Company as those encumbered in respect of such Credit Facility, in form and substance satisfactory to the Required Holders with such security to be the subject of an intercreditor agreement among the lenders and/or the agent, as the case may be, under such Credit Facility or the agent on their behalf, as the case may be, and the holders of Notes, which shall be satisfactory in form and substance to the Required Holders.

Limitation on Secured Debt. So long as any of the 2013 2033 Notes are outstanding, the Company shall not create or suffer to be created or to exist or permit any of its Subsidiaries to create or permit or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"), without providing that such 2013 2033 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

Limitation on Secured Debt. So (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series, so long as any Securities of the 2013 Notes any series are outstandingOutstanding, the Company shall not create or suffer to be created or to exist or permit issue any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or Secured Debt (other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("than Permitted Secured Debt), without the consent of the Holders of a majority in principal amount of all the Outstanding Securities of all series and Tranches with respect to which this covenant is specified as contemplated by Section 301 (the "Benefitted Securities"), without providing that such 2013 Notes will be similarly secured. Furtherconsidered as one class, except as expressly contemplated in subsections (b) and (c) of this restriction on Secured Debt does Section. (b) The provisions of subsection (a) shall not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent prohibit the creation or existence of: o Liens of any Secured Debt if either: (i) the Company shall make effective provision whereby the Benefitted Securities shall be secured at least equally and ratably with such Secured Debt; or (ii) the Company shall deliver to the Trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Secured Debt (hereinafter called "Secured Obligations") (i) in an aggregate principal amount equal to the aggregate principal amount of each series then Outstanding, (ii) maturing (or being subject to mandatory redemption) on property existing the Stated Maturities of such series and (iii) containing, in addition to any mandatory redemption provisions applicable to all Secured Obligations outstanding under such Lien and any mandatory redemption provisions contained therein pursuant to clause (ii) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Securities of such series or for the redemption thereof at the time option of acquisition or construction the Holder, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Securities of such property series following an Event of Default (or created within one year after completion such mandatory redemption to be rescinded upon the rescission of such acquisition acceleration); it being expressly understood that such Secured Obligations (x) may, but need not, bear interest, (y) may, but need not, contain provisions for the redemption thereof at the option of the issuer, any such redemption to be made at a redemption price or constructionprices not less than the principal amount thereof and (z) shall be held by the Trustee for the benefit of the Holders of all Securities of such series from time to time Outstanding subject to such terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations. (c) If the Company shall elect either of the alternatives described in subsection (b), whether the Company shall deliver to the Trustee: (i) an indenture supplemental to this Indenture (i) together with evidence of appropriate inter-creditor arrangements, whereby this Indenture shall be secured by purchasethe Lien referred to in subsection (b) equally and ratably with all other indebtedness secured by such Lien or (ii) providing for the delivery to the Trustee of Secured Obligations; (ii) an Officer's Certificate (i) stating that, merger, construction or otherwise, or to secure the payment of all or any part knowledge of the purchase price or construction cost thereofsigner, including (x) no Event of Default has occurred and is continuing and (y) no event has occurred and is continuing which entitles the extension of any Liens secured party under such Lien to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on accelerate the property subject thereto; o Financing maturity of the Company's accounts receivable for electric service; o Any extensionsindebtedness outstanding thereunder and (y) stating the aggregate principal amount of indebtedness issuable, renewals and then proposed to be issued, under and secured by such Lien; (iii) an Opinion of Counsel (i) if the Outstanding Securities under this Indenture are to be secured by such Lien, to the effect that all Securities then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding secured by such Lien or replacements (or successive extensionsii) if Secured Obligations are to be delivered to the Trustee, renewals or replacements), in whole or in part, of Liens permitted by to the foregoing clauses; and o The pledge of any bonds or other securities at any time effect that such Secured Obligations have been duly issued under any of the Secured Debt permitted by the above clauses. In addition such Lien and constitute valid obligations, entitled to the permitted issuances abovebenefit of such Lien equally and ratably with all other indebtedness then outstanding secured by such Lien. (d) For purposes of this Section, Secured Debt not except as otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.expressly provided or unless the context otherwise requires:

Limitation on Secured Debt. So long as any of the 2013 Series H Notes are outstanding, the Company shall will not create or suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"), without providing that such 2013 Series H Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o : (i) Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o ; (ii) Financing of the Company's accounts receivable for electric service; o ; (iii) Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o and (iv) The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

Limitation on Secured Debt. So long as any of the 2013 Floating Rate Notes are outstanding, the Company shall not create or suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"), without providing that such 2013 Floating Rate Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

Limitation on Secured Debt. So long as any of the 2013 Notes are outstandingThe Company will not itself, the Company shall and will not create or suffer to be created or to exist or permit any Restricted Subsidiary to, incur, issue, assume or guarantee any notes, bonds, debentures or other similar evidences of its Subsidiaries to create indebtedness (such Notes, bonds, debentures or suffer to be created other similar evidences of indebtedness being hereinafter in this Article called "Debt"), secured by pledge of, or to exist any additional mortgage, pledge, security interest, mortgage or other lien (collectively "Liens") on on, any utility properties or tangible assets now Principal Property owned or hereafter acquired leased by the Company or its Subsidiaries to secure any indebtedness for borrowed money Restricted Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary (pledges, mortgages and other liens being hereinafter in this Article called "Secured DebtMortgage" or "Mortgages"), without effectively providing that the Securities (together with, if the Company shall so determine, any other Debt of the Company or such 2013 Notes Restricted Subsidiary then existing or thereafter created which is not subordinated to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured debt (not including secured Debt permitted to be secured under clauses (1) to (7) below) plus the aggregate "value" (as defined in Section 10.09) of all sale and leaseback transactions (as defined in Section 10.09 but not including sale and leaseback transactions the proceeds of which have been or will be similarly secured. Furtherapplied in accordance with Section 10.09(2)) would not exceed [5]% of Consolidated Net Tangible Assets; provided, however, that this restriction on Secured Debt does Section shall not apply to the Company's existing first mortgage bonds that have previously been issued to, and there shall be excluded from secured Debt in any computation under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In additionSection, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.secured by:

Limitation on Secured Debt. GUARANTOR. So long as any of the 2013 Notes are outstandingshall be Outstanding, neither the Guarantor nor any Restricted Subsidiary (other than, for the purposes of this Section 907, the Company shall not create or Obligor) will incur, suffer to be created or to exist or permit guarantee any Debt, secured by a Mortgage on any Principal Property or on any shares of its Subsidiaries stock of any Restricted Subsidiary unless the Guarantor or such Restricted Subsidiary secures or the Guarantor causes such Restricted Subsidiary to create secure the Guarantees (and any other Debt of the Guarantor or suffer such Restricted Subsidiary, at the option of the Guarantor or such Restricted Subsidiary, not subordinate to the Guarantees) equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be created or so secured, unless after giving effect thereto the aggregate amount of all such Debt so secured does not exceed 10% of Consolidated Net Tangible Assets of the Guarantor. This restriction will not, however, apply to exist any additional mortgage, pledge, security interestDebt secured by: (1) Mortgages existing prior to the issuance of the Guarantees; (2) Mortgages on property of, or other lien on shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (collectively "Liens"3) on Mortgages in favor of the Guarantor or any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries Restricted Subsidiary; (4) Mortgages in favor of any governmental bodies to secure any indebtedness for borrowed money progress or advance payments; ("Secured Debt"), without providing that such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens 5) Mortgages on property or shares of stock existing at the time of acquisition thereof (including acquisition through merger or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, consolidation) or to secure the payment of all or any part of the purchase price thereof or construction cost thereofthereon or to secure any Debt incurred prior to, including at the extension time of, or within 120 days after the later of the acquisition, the completion of construction, or the commencement of full operation of such property or within 120 days after the acquisition of such shares for the purpose of financing all or any part of the purchase price thereof or construction thereon; and (6) any extension, renewal or refunding of any Liens Mortgage referred to repairsin the foregoing clauses (1) to (5), renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on inclusive. The transfer of a Principal Property by the property subject thereto; o Financing Guarantor to an Unrestricted Subsidiary of the Company's accounts receivable for electric service; o Any extensions, renewals Guarantor or replacements (or successive extensions, renewals or replacements), the change in whole or in part, of Liens permitted designation by the foregoing clauses; and o The pledge Guarantor of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition a Subsidiary which owns a Principal Property from Restricted Subsidiary to the permitted issuances above, Secured Debt Unrestricted Subsidiary shall not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined belowrestricted.

Limitation on Secured Debt. So (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series, so long as any Securities of the 2013 Notes any series are outstandingOutstanding, the Company shall not create or suffer to be created or to exist or permit not, from and after the Release Date, issue any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or Secured Debt (other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("than Permitted Secured Debt), without the consent of the Holders of a majority in principal amount of all the Outstanding Securities of all series and Tranches with respect to which this covenant is specified as contemplated by Section 301 (the "Benefitted Securities"), without providing that such 2013 Notes will be similarly secured. Furtherconsidered as one class, except as expressly contemplated in subsections (b) and (c) of this restriction on Secured Debt does Section. (b) The provisions of subsection (a) shall not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent prohibit the creation or existence of: o Liens of any Secured Debt if either: (i) the Company shall make effective provision whereby the Benefitted Securities shall be secured at least equally and ratably with such Secured Debt; or (ii) the Company shall deliver to the Trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Secured Debt (hereinafter called "Secured Obligations") (i) in an aggregate principal amount equal to the aggregate principal amount of each series then Outstanding, (ii) maturing (or being subject to mandatory redemption) on property existing the Stated Maturities of such series and (iii) containing, in addition to any mandatory redemption provisions applicable to all Secured Obligations outstanding under such Lien and any mandatory redemption provisions contained therein pursuant to clause (ii) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Securities of such series or for the redemption thereof at the time option of acquisition or construction the Holder, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Securities of such property series following an Event of Default (or created within one year after completion such mandatory redemption to be rescinded upon the rescission of such acquisition acceleration); it being expressly understood that such Secured Obligations (x) may, but need not, bear interest, (y) may, but need not, contain provisions for the redemption thereof at the option of the issuer, any such redemption to be made at a redemption price or constructionprices not less than the principal amount thereof and (z) shall be held by the Trustee for the benefit of the Holders of all Securities of such series from time to time Outstanding subject to such terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations. (c) If the Company shall elect either of the alternatives described in subsection (b), whether the Company shall deliver to the Trustee: (i) an indenture supplemental to this Indenture (i) together with evidence of appropriate inter-creditor arrangements, whereby this Indenture shall be secured by purchasethe Lien referred to in subsection (b) equally and ratably with all other indebtedness secured by such Lien or (ii) providing for the delivery to the Trustee of Secured Obligations; (ii) an Officer's Certificate (i) stating that, merger, construction or otherwise, or to secure the payment of all or any part knowledge of the purchase price or construction cost thereofsigner, including (x) no Event of Default has occurred and is continuing and (y) no event has occurred and is continuing which entitles the extension of any Liens secured party under such Lien to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on accelerate the property subject thereto; o Financing maturity of the Company's accounts receivable for electric service; o Any extensionsindebtedness outstanding thereunder and (y) stating the aggregate principal amount of indebtedness issuable, renewals and then proposed to be issued, under and secured by such Lien; (iii) an Opinion of Counsel (i) if the Outstanding Securities under this Indenture are to be secured by such Lien, to the effect that all Securities then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding secured by such Lien or replacements (or successive extensionsii) if Secured Obligations are to be delivered to the Trustee, renewals or replacements), in whole or in part, of Liens permitted by to the foregoing clauses; and o The pledge of any bonds or other securities at any time effect that such Secured Obligations have been duly issued under any of the Secured Debt permitted by the above clauses. In addition such Lien and constitute valid obligations, entitled to the permitted issuances abovebenefit of such Lien equally and ratably with all other indebtedness then outstanding secured by such Lien. (d) For purposes of this Section, Secured Debt not except as otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.expressly provided or unless the context otherwise requires:

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding(a) Holdings will not, the Company shall and will not create or suffer to be created or to exist or permit any of its Restricted Subsidiaries to create create, incur, issue, assume or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure guarantee any indebtedness for borrowed money secured by a Lien, unless: ("Secured Debt")1) in the case of Liens on any asset or property constituting Collateral, without providing such Lien expressly has priority that is junior to the Lien on the Collateral relative to the Notes and the applicable Guarantee of a guarantor; and (2) in the case of any Lien on any asset or property that is not on any asset or property constituting Collateral, the Notes (or a Guarantee in the case of Liens on assets or property of a guarantor) are secured on a pari passu basis with (or on a senior basis to, in the case such 2013 Notes Lien secures any subordinated indebtedness) the Obligations secured by such Lien until such time as such Obligations are no longer secured by such Lien. (b) The provisions of Section 4.06(a) hereof will be similarly secured. Further, this restriction on Secured Debt does not apply to indebtedness secured by any of the Company's existing first mortgage bonds that have previously been following: (1) Liens securing indebtedness in an amount equal to (x) the amount incurred under the Credit Facilities as of the Issue Date (including, for purposes of this clause (x), undrawn commitments under the ABL Facility as of the Issue Date), plus (y) the greater of (i) $700.0 million and (ii) an amount equal to 100% of Consolidated EBITDA for the four most recently ended fiscal quarters (including letters of credit or bankers’ acceptances issued or created under its mortgage indenture the Credit Facilities and any guarantees in respect thereof, plus in the case of any refinancing of any such indebtedness or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing); (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o 2) Liens on any property existing at acquired, leased, constructed or improved by Holdings or any of its Restricted Subsidiaries after the time date of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or this Indenture to secure indebtedness incurred for the payment purpose of financing or refinancing all or any part of the purchase price of such property or construction of the cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and construction or improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements)such property, in whole or in parteach case, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances aboveextent that the original indebtedness is incurred prior to or within one year after the applicable acquisition, Secured Debt not otherwise so permitted lease, completion of construction or beginning of commercial operation of such property, as the case may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.be;

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding(a) The Company will not, the Company shall and will not create or suffer to be created or to exist or permit any of its Restricted Subsidiaries to create or suffer to be created or to exist to, Incur any additional mortgageDebt, pledge, security interest, or other lien (collectively "Liens") secured by a Lien on any utility properties or tangible assets Principal Property, now owned or hereafter acquired owned by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt")Restricted Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary, without effectively providing that the Notes (together with, if the Company shall so determine, any other Debt of the Company or such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does Restricted Subsidiary then existing or thereafter created which is not apply subordinate to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture Notes) shall be secured equally and ratably with (or any indenture supplemental theretoprior to) such secured Debt so long as such secured debt shall be so secured; provided that the Company or any Restricted Subsidiary may Incur Debt secured by Liens without equally and ratably securing the Notes if, on the date of the Incurrence, after giving effect to the Incurrence and to the retirement of any Debt that is concurrently being retired, the aggregate amount of all outstanding Debt secured by Liens which could not have been incurred, issued, assumed or guaranteed by the Company or a Restricted Subsidiary without equally and ratably securing the Notes of each series then Outstanding except for the proviso of this restriction will apply paragraph, together with the aggregate amount of Attributable Debt incurred pursuant to future issuances thereunder (other than issuances the second proviso of refunding first mortgage bonds). In additionSection 4.05, this restriction does not prevent at such time exceed 20% of Consolidated Net Tangible Assets of the creation or existence of: o Company. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur Debt secured by the following Liens (“Permitted Debt”): (1) Liens on property existing at the time of acquisition any Principal Property acquired (whether by merger, consolidation, purchase, lease or construction of such property (or created within one year after completion of such acquisition or constructionotherwise), whether constructed or improved by purchasethe Company or any Restricted Subsidiary after the date of the Indenture which are created or assumed prior to, mergercontemporaneously with, or within 360 days after, such acquisition, construction or otherwiseimprovement, or to secure or provide for the payment of all or any part of the purchase price cost of such acquisition, construction or construction cost improvement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of the Indenture; (2) Liens on any property, shares of capital stock or Debt existing at the time of acquisition thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens on property, shares of capital stock or indebtedness of a corporation existing at the extension time such corporation becomes a Restricted Subsidiary); (3) Liens in favor of, or which secure Debt owing to, the Company or any Restricted Subsidiary; (4) Liens in favor of the U.S. or any state thereof, or any department, agency, or instrumentality or political subdivision thereof, or political entity affiliated therewith, or in favor of any Liens other country, or any political subdivision thereof, to repairssecure partial, renewalsprogress, replacementsadvance or other payments, substitutionsor other obligations, bettermentspursuant to any contract or statute, additionsor to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, extensions and improvements then constructing or thereafter made on improving the property subject to such Liens (including Liens incurred in connection with pollution control, industrial revenue or similar financings); (5) Liens imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar Liens arising in the ordinary course of business, or governmental (Federal, state or municipal) Liens arising out of contracts for the sale of products or services by the Company or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; (6) pledges or deposits under workmen’s compensation, unemployment insurance, or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the U.S. to secure surety, appeal or customs bonds to which the Company or any Restricted Subsidiary is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (7) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party; (8) Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; (9) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto; o Financing , landlords’ Liens and other similar Liens and encumbrances none of which interfere materially with the use of the property covered thereby in the ordinary course of the business of the Company or such Restricted Subsidiary and which do not, in the opinion of the Company's , materially detract from the value of such properties; (10) Liens existing on the first date on which the Notes are authenticated; (11) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of setoff or similar rights and remedies as to deposit accounts receivable for electric serviceor other funds maintained with a creditor depository institution; o Any extensionsprovided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and (ii) such deposit account is not intended to provide collateral to the depository institution; or (12) any extension, renewals renewal or replacements replacement (or successive extensions, renewals removals or replacements), in ) as a whole or in part, of Liens permitted by any Lien referred to in the foregoing clausesclauses (1) to (11), inclusive; and o The pledge of any bonds provided that (i) such extension, renewal or other securities at any time issued under any replacement Lien shall be limited to all or a part of the Secured same property, shares of stock or Debt permitted that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by the above clauses. In addition to the permitted issuances above, Secured Debt such Lien at such time is not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined belowincreased.

Limitation on Secured Debt. So (a) On and after the Release Date and so long as any of the 2013 Notes are outstandingBonds shall remain Outstanding, the Company shall not create create, issue, incur or suffer assume any Secured Debt other than Permitted Secured Debt without the consent of the Bond Insurer, or the owners of a majority in principal amount of the Outstanding Bonds if the Bond Insurer is in default of its obligations to make payments under the Bond Insurance Policy as provided in Section 10.16 hereof. (b) The provisions of clause (a) above shall not prohibit the creation, issuance, incurrence or assumption of any Secured Debt if either (i) the Company shall make effective provision whereby all Bonds then Outstanding shall be secured equally and ratably with such Secured Debt; or (ii) the Company shall deliver to the Trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Secured Debt (hereinafter called "Secured Obligations") (A) in an aggregate principal amount equal to the aggregate principal amount of the Bonds then Outstanding, (B) maturing (or being subject to mandatory redemption) on such dates and in such principal amounts that, at the Maturity Date, there shall mature (or be redeemed) Secured Obligations equal in principal amount to the Bonds and (C) containing, in addition to any mandatory redemption provisions applicable to all Secured Obligations outstanding under such Lien and any mandatory redemption provisions contained therein pursuant to clause (B) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Bonds or for the redemption thereof at the option of the Owner, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Bonds following an Event of Default (such mandatory redemption to be created or to exist or permit rescinded upon the rescission of such acceleration); it being expressly understood that such Secured Obligations (x) may, but need not, bear interest, (y) may, but need not, contain provisions for the redemption thereof at the option of the issuer, any of its Subsidiaries to create or suffer such redemption to be created made at a redemption price or to exist any additional mortgage, pledge, security interest, or other lien prices not less than the principal amount thereof and (collectively "Liens"z) on any utility properties or tangible assets now owned or hereafter acquired shall be held by the Company or its Subsidiaries Trustee for the benefit of the Owners of all Bonds from time to secure any indebtedness for borrowed money ("Secured Debt"), without providing that time Outstanding subject to such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an indenture supplemental to the Indenture specifically providing for the delivery to the Trustee of such Secured Obligations. (c) If the Company shall elect either of the alternatives described in clause (b) above, the Company shall deliver to the Trustee and to the Bond Insurer: (i) an indenture supplemental to the Indenture (A) together with appropriate inter-creditor arrangements, whereby all Bonds then Outstanding shall be secured by the Lien referred to in clause (b) above equally and ratably with all other indebtedness secured by such Lien or (B) providing for the delivery to the Trustee of Secured Obligations; (ii) an officer's existing first mortgage bonds certificate signed by an Authorized Company Representative (A) stating that, to the knowledge of the signer, (1) no Event of Default has occurred and is continuing and (2) no event has occurred and is continuing which entitles the secured party under such Lien to accelerate the maturity of the indebtedness outstanding thereunder and (B) stating the aggregate principal amount of indebtedness issuable, and then proposed to be issued, under and secured by such Lien; (iii) an opinion of counsel (A) if the Bonds then Outstanding are to be secured by such Lien, to the effect that all such Bonds then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding under such Lien or (B) if Secured Obligations are to be delivered to the Trustee, to the effect that such Secured Obligations have previously been duly issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply such Lien and constitute valid obligations, entitled to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction benefit of such property Lien equally and ratably with all other indebtedness then outstanding under such Lien. (d) For all purposes of this Refunding Agreement, except as otherwise expressly provided or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure unless the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not context otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.requires:

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding(a) The Company will not, the Company shall not create or suffer to be created or to exist or nor will it permit any Restricted Subsidiary to, incur, issue, assume or guarantee any indebtedness for money borrowed or any other indebtedness evidenced by notes, bonds, debentures or other similar evidence of its Subsidiaries indebtedness for money borrowed (hereinafter in this Article Four called "Debt") other than guarantees arising in connection with the sale, discount, guarantee or pledge of notes, chattel mortgages, leases, accounts receivable, trade acceptances and other paper arising, in the ordinary course of business, out of installment or conditional sales to create or suffer to be created by, or to exist any additional transactions involving title retention with, distributors, dealers or other customers, of merchandise, equipment or services, secured by a mortgage, pledge, security interest, pledge, lien or other lien encumbrance (collectively mortgages, security interests, pledges, liens and other encumbrances being hereinafter in this Article Four called "Liensmortgage" or "mortgages") on upon any utility properties Principal Property of the Company or tangible assets any Restricted Subsidiary or upon any shares of stock or Debt of any Restricted Subsidiary (whether such Principal Property, shares of stock or Debt are now owned or hereafter acquired acquired), except with respect to each series of Securities any Debt so secured on the date of issuance of such series, without in any such case effectively providing concurrently with the issuance, assumption or guaranty of any such Debt that the Securities (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company or its Subsidiaries to secure any indebtedness for borrowed money such Restricted Subsidiary ranking equally with the Securities and then existing or thereafter created) shall be secured equally and ratably with ("Secured or, at the option of the Company, prior to) such secured Debt"), without providing so long as such Debt shall be so secured; PROVIDED, HOWEVER, that such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does the foregoing restrictions shall not apply to to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by (i) mortgages on property, shares of stock or Debt (hereinafter in this Article Four called "property") of any corporation existing at the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder time such corporation becomes a Restricted Subsidiary; (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens ii) mortgages on property existing at the time of acquisition of the affected property by the Company or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwisea Restricted Subsidiary, or mortgages to secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by the Company or a Restricted Subsidiary or to secure any Debt incurred by the Company or a Restricted Subsidiary prior to, at the time of, or within 180 days after the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof or construction cost or improvements thereon; PROVIDED, HOWEVER, that in the case of any such acquisition, 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 improvement is located which, in the opinion of the Board of Directors, was, prior to such construction or improvement, substantially unimproved for the use intended by the Company or such Restricted Subsidiary; (iii) mortgages on property of a Restricted Subsidiary securing Debt owing to the Company or to another Restricted Subsidiary; (iv) 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 the properties of a corporation or firm as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary; PROVIDED, HOWEVER, that any such mortgages do not attach to or affect property theretofore owned by the Company or such Restricted Subsidiary; (v) mortgages on property owned or leased by the Company or a Restricted Subsidiary in favor of the United States of America or any State thereof, including or any department, agency or instrumentality or political subdivision of the extension United States of America or any State thereof, or in favor of any Liens other country or any political subdivision thereof, or in favor of holders of securities issued by any such entity, pursuant to repairsany contract or statute (including, renewalswithout limitation, replacementsmortgages to secure Debt of the pollution control or industrial revenue bond type), substitutions, betterments, additions, extensions and improvements then or thereafter made on to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject thereto; o Financing 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's accounts receivable Company or a Restricted Subsidiary to secure partial, progress, advance or other payments or any Debt incurred for electric servicethe 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; o Any extensionsor (xiv) any extension, renewals renewal or replacements replacement (or successive extensions, renewals or replacements), ) in whole or in part, part of Liens permitted by any mortgage referred to in the foregoing clauses; clauses (i) to (xiii), inclusive, PROVIDED, HOWEVER, that the principal amount of Debt secured or securable thereby shall not exceed the principal amount of Debt so secured or securable at the time of such extension, renewal or replacement mortgage, and o The pledge of any bonds that such extension, renewal or other securities at any time issued under any replacement mortgage shall be limited to all or a part of the Secured property which secured the mortgage so extended, renewed or replaced (plus improvements on such property). (b) Notwithstanding the foregoing provisions of this Section 4.05, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by mortgage which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other Debt of the Company and its Restricted Subsidiaries which (if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions (not including Debt permitted by the above clauses. In addition to the permitted issuances be secured under clauses (i) through (xiv) above), Secured Debt not otherwise so permitted may be issued in an amount that does not at the time exceed 1510% of Consolidated Net Tangible Assets Assets, as defined belowshown on the latest quarterly consolidated financial statements of the Company preceding the date of determination.

Limitation on Secured Debt. So If, as contemplated by Section 301(15), this covenant is made applicable to the Securities of a particular series, as long as any of the 2013 Notes are outstandingSecurities of that series shall remain Outstanding, the Company shall not create create, issue, incur or suffer assume any Secured Debt without the consent of the Holders of a majority in principal amount of the Outstanding Securities of all series for which this covenant is specified to be created applicable, considered as one class (all such Securities being hereinafter called the "Benefitted Securities"). The provisions of the first paragraph of this Section shall not prohibit the creation, issuance, incurrence or assumption of any Secured Debt if either: (A) the Company shall make effective provision whereby all Benefitted Securities then Outstanding shall be secured equally and ratably with such Secured Debt; or (B) the Company shall deliver to exist the Trustee bonds, notes or permit any other evidences of its Subsidiaries to create or suffer indebtedness secured by the Lien which secures such Secured Debt, such obligations and all payments thereon to be created held in trust by the Trustee for the benefit of the Benefitted Securities, (hereafter called "Secured Obligations") (I) in an aggregate principal amount equal to the aggregate principal amount of the Benefitted Securities then Outstanding, (II) maturing (or being subject to exist mandatory redemption) on such dates and in such principal amounts that, at each Stated Maturity of the Outstanding Benefitted Securities, there shall mature (or be redeemed) Secured Obligations equal in principal amount to the Benefitted Securities then to mature and (III) containing, in addition to any additional mortgagemandatory redemption provisions contained therein pursuant to clause (II) above, pledgemandatory redemption provisions correlative to the provisions, security if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Benefitted Securities or for the redemption thereof at the option of the Holder, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Benefitted Securities following an Event of Default (such mandatory redemption to be rescinded upon the rescission of such acceleration); it being expressly understood that such Secured Obligations (X) may, but need not, bear interest, (Y) may, but need not, contain provisions for the redemption thereof at the option of the issuer, any such redemption to be made at a redemption price or other lien prices not less than the principal amount thereof and (collectively "Liens"Z) on any utility properties or tangible assets now owned or hereafter acquired shall be held by the Company or its Subsidiaries Trustee for the benefit of the Holders of all Benefitted Securities from time to secure any indebtedness for borrowed money ("Secured Debt"), without providing that time Outstanding subject to such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply terms and conditions relating to surrender to the Company's existing first mortgage bonds , transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations. If the Company shall elect either of the alternatives described in clauses (A) and (B) above, the Company shall deliver to the Trustee: (i) an indenture supplemental hereto (I) together with appropriate inter-creditor arrangements, if any, whereby all Benefitted Securities then Outstanding shall be secured by the Lien referred to in the preceding paragraph equally and ratably with all other indebtedness secured by such Lien or (II) providing for the delivery to the Trustee of Secured Obligations; (ii) an Officers' Certificate (I) stating that, to the knowledge of the signers, (1) no Event of Default has occurred and is continuing and (2) no event has occurred and is continuing which entitles the secured party under such Xxxx to accelerate the maturity of the indebtedness outstanding thereunder and (II) stating the aggregate principal amount of indebtedness issuable, and then proposed to be issued, under and secured by such Xxxx; (iii) an Opinion of Counsel (I) if the Benefitted Securities then Outstanding are to be secured by such Lien, to the effect that all such Securities then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding under such Lien or (II) if Secured Obligations are to be delivered to the Trustee, to the effect that such Secured Obligations have previously been duly issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply such Lien and constitute valid obligations, entitled to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction benefit of such property (Lien equally and ratably with all other indebtedness then outstanding under such Lien. For all purposes of this section, except as otherwise expressly provided or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure unless the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not context otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.requires:

Limitation on Secured Debt. So The provisions of this Section and Section 1005 shall apply so long as Securities of any series are Outstanding, except to the extent that one or more of such provisions is expressly made inapplicable to the 2013 Notes are outstandingSecurities of 1004 particular series, as specified in the terms of such series (in accordance with Section 301) at the time of establishment of such series. The Company covenants and agrees that it will not itself, and will not permit any Restricted Subsidiary to, issue, assume, guarantee or incur any Secured Debt, without effectively providing that the Securities of any series to which this Section applies (together with, if the Company shall not create or suffer to be created or to exist or permit so determine, any other indebtedness of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any such Restricted Subsidiary then existing or thereafter created ranking equally with the Securities of such series, including guaranty of indebtedness for borrowed money of others) shall be secured equally and ratably with ("or prior to) such Secured Debt"), without providing that so long as such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does shall be so secured, except that this Section 1004 shall not apply to Secured Debt secured by: (1) mortgages on property of any corporation existing at the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder time such corporation becomes a Subsidiary; (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens 2) mortgages on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, thereof or to secure the payment of all or any part of the purchase price thereof or construction to secure any indebtedness incurred prior to, at the time of or within 90 days after the acquisition of such property for the purpose of financing all or any part of the purchase price thereof; (3) mortgages on particular property to secure indebtedness incurred in financing all or any part of the cost of exploration or development of such property, or to secure all or any part of the cost of improvements to such property which is, in the opinion of the Board of Directors, substantially unimproved, or to secure any indebtedness incurred to provide funds for such purpose; (4) mortgages on property in favor of the United States of America or any State thereof, including the extension or any other country, or any political subdivision of any Liens of the foregoing, to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then secure payments pursuant to any contract or thereafter made on statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject theretoto such mortgages; (5) mortgages which secure indebtedness owing to the Company or to a Wholly-owned Restricted Subsidiary by a Subsidiary; o Financing of the Company's accounts receivable for electric service; o Any extensionsand (6) any extension, renewals renewal or replacements replacement (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by any mortgage referred to in the foregoing clauses; and o The pledge clauses (1) to (5), inclusive, or of any bonds indebtedness secured thereby; provided that such extension, renewal or other securities at replacement mortgage shall be limited to all or any time issued under any part of the Secured Debt permitted by same 1004, 1005 property that secured the above clauses. In addition to the permitted issuances abovemortgage extended, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined belowrenewed or replaced (plus improvements on such property).

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding(a) Holdings will not, the Company shall and will not create or suffer to be created or to exist or permit any of its Restricted Subsidiaries to create create, incur, issue, assume or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure guarantee any indebtedness for borrowed money secured by a mortgage security interest, pledge, encumbrance, lien or charge of any kind and including any conditional sale or title retention agreement ("Secured Debt"collectively, a “mortgage”), whether owned at the date of this Indenture or acquired after the date of this Indenture, without providing ensuring that such 2013 the Notes (together, at Holdings’ option, with any other indebtedness created, issued, assumed or guaranteed by Holdings or any of its Restricted Subsidiaries then existing or thereafter created) will be similarly secured by such mortgage equally and ratably with (or, at Holdings’ option, prior to) such indebtedness for so long as such indebtedness is so secured. Further, this restriction on Secured Debt does . (b) The provisions of Section 4.06(a) hereof will not apply to indebtedness secured by any of the Company's existing first mortgage bonds that have previously been following: (1) mortgages securing indebtedness in an amount equal to (x) the amount incurred under the New Credit Facilities as of the Issue Date, plus (y) the greater of (i) $700 million and (ii) an amount equal to 100% of Consolidated EBITDA for the four most recently ended fiscal quarters (including letters of credit or bankers’ acceptances issued or create under its mortgage indenture the New Credit Facilities and any guarantees in respect thereof, plus in the case of any refinancing of any such indebtedness or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing); (other than issuances 2) mortgages on any property acquired, leased, constructed or improved by Holdings or any of refunding first mortgage bonds). In addition, this restriction does not prevent its Restricted Subsidiaries after the creation or existence of: o Liens on property existing at date of the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or Indenture to secure indebtedness incurred for the payment purpose of financing or refinancing all or any part of the purchase price of such property or construction of the cost thereof, including the extension of any Liens construction or improvements on such property, in each case, to repairsthe extent that the original indebtedness is incurred prior to or within one year after the applicable acquisition, renewalslease, replacementscompletion of construction or beginning of commercial operation of such property, substitutionsas the case may be; (3) mortgages any property existing at the time Holdings or any Restricted Subsidiary acquires any of the same; (4) mortgages on property of a Person existing at the time Holdings or any Restricted Subsidiary merges or consolidates with such Person or at the time Holdings or any Restricted Subsidiary acquires all or substantially all of the properties of such Person; (5) mortgages to secure indebtedness of any Restricted Subsidiary of Holdings to Holdings or another Restricted Subsidiary; (6) mortgages in favor of governmental bodies to secure partial, bettermentsprogress, additionsadvance or other payments pursuant to any contract or statute or to secure indebtedness incurred or guaranteed to finance or refinance all or any part of the purchase price of the property, extensions and improvements then shares of Capital Stock or thereafter made on indebtedness subject to such mortgages, or the cost of constructing or improving the property subject thereto; o Financing to such mortgage; (7) mortgages to secure indebtedness, together with all other indebtedness incurred under this clause (7) not to exceed, at the time of incurrence and after application of the Company's accounts receivable for electric service; o Any proceeds therefrom, an aggregate amount not to exceed the greater of (i) $125 million (including any refinancing indebtedness incurred pursuant to clause (8) below) and (ii) an amount that, after giving pro forma effect to the incurrence of such indebtedness, would cause the Total Net Secured Leverage Ratio to exceed 4.5 to 1.00; (8) extensions, renewals or replacements of any mortgage existing on, or contractually obligated to be granted within a period of time following, the Issue Date (other than mortgages securing indebtedness under the New Credit Facilities) or successive extensionsany mortgage referred to 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, renewals renewal or replacementsreplacement (plus the amount of all fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith), and such extension, renewal or replacement will be limited to all or a part of the property (plus improvements and construction on such property), shares of Capital Stock or indebtedness that was subject to the mortgage so extended, renewed or replaced; (9) mortgages on accounts receivables and related assets of Holdings and its Restricted Subsidiaries pursuant to a Qualified Securitization Transaction; and (10) Permitted Liens. (c) Notwithstanding the restrictions in whole Sections 4.06(a) and 4.06(b), Holdings and its Restricted Subsidiaries may, without having to equally and ratably secure the Notes issue, assume or in partguarantee indebtedness secured by a mortgage, if at the time of Liens permitted by such issuance, assumption or guarantee, after giving effect thereto and to the foregoing clauses; and o The pledge retirement of any bonds or indebtedness that is concurrently being retired, the aggregate amount of all such indebtedness secured by mortgages that would otherwise be subject to the restrictions in Section 4.06(a) (other securities at than any time issued under indebtedness secured by mortgages described in clauses (1) through (10) of Section 4.06(b)) plus the aggregate amount (without duplication) of (x) all Non-Guarantor Subsidiary Debt (as defined below) (other than Non-Guarantor Subsidiary Debt described in clauses (1) through (6) of Section 4.07(b)) and (y) all Attributable Debt of Holdings and any of its Restricted Subsidiaries in respect of Sale and Lease-Back Transactions (with the Secured Debt exception of any such transactions that are permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that under clauses (1) and (2) of Section 4.08) does not exceed 15the greater of (x) $175 million and (y) 25% of Net Tangible Assets as defined belowConsolidated EBITDA for the most recent four quarters for which statements are available (trailing the date on which any indebtedness is incurred).

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding, the Company shall not create or suffer to be created or to exist or permit any of its Subsidiaries to create or permit or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"), without providing that such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction of of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

Limitation on Secured Debt. So long as any of the 2013 Notes are outstandingThe Company will not, the Company shall and --------------------------- will not create or suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist any additional mortgageRestricted Subsidiary to, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure become liable for any indebtedness for borrowed money secured by a mortgage or lien on a Principal Property or on any shares of stock or indebtedness of any Restricted Subsidiary ("Secured Debt")) or secure the same without making effective provision for securing the payment of the principal of and interest on the Debt Securities (and, without providing that if the company so elects, any indebtedness ranking equally with the Debt Securities) equally and ratably with or prior to such 2013 Notes secured indebtedness. This covenant will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture debt secured by (a) mortgages or liens on property, capital stock or indebtedness of any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property corporation existing at the time it becomes a subsidiary, (b) mortgages existing on property at the time of acquisition, purchase money mortgages and mortgages to secure indebtedness incurred within 180 days after the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or thereof to secure the payment of all or any part of finance the purchase price price, (c) mortgages or construction liens on unimproved property to finance the cost thereofof improvements to such property, (d) mortgages or liens securing indebtedness owed by a Subsidiary to the Company or a wholly owned Restricted Subsidiary, (e) certain mortgages in favor of governmental entities including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then mortgages in connection with industrial revenue financing or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any (f) extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the foregoing. Notwithstanding this covenant, the Company and its Restricted Subsidiaries may incur or guarantee any Secured Debt, provided that after giving effect thereto the aggregate amount of such debt then outstanding (not including Secured Debt permitted by under the above clauses. In addition to foregoing exceptions) and the aggregate "value" of Sale and Leaseback Transactions other than Sale and Leaseback Transactions permitted issuances aboveunder clauses (a) through (d) and (f) in Section 4.12, Secured Debt not otherwise so permitted may be issued in an amount that at such time does not exceed 1510% of Consolidated Net Tangible Assets as defined belowAssets.

Limitation on Secured Debt. So long as any of the 2013 Notes are outstandingThe Company will not itself, the Company shall and will not create or suffer to be created or to exist or permit any Restricted Subsidiary to, incur, issue, assume or guarantee any notes, bonds, debentures or other similar evidences of its Subsidiaries to create indebtedness (such Notes, bonds, debentures or suffer to be created other similar evidences of indebtedness being hereinafter in this Article called "Debt"), secured by pledge of, or to exist any additional mortgage, pledge, security interest, mortgage or other lien (collectively "Liens") on on, any utility properties or tangible assets now Principal Property owned or hereafter acquired leased by the Company or its Subsidiaries to secure any indebtedness for borrowed money Restricted Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary (pledges, mortgages and other liens being 59 52 hereinafter in this Article called "Secured DebtMortgage" or "Mortgages"), without effectively providing that the Securities (together with, if the Company shall so determine, any other Debt of the Company or such 2013 Notes Restricted Subsidiary then existing or thereafter created which is not subordinated to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured debt (not including secured Debt permitted to be secured under clauses (1) to (7) below) plus the aggregate "value" (as defined in Section 10.09) of all sale and leaseback transactions (as defined in Section 10.09 but not including sale and leaseback transactions the proceeds of which have been or will be similarly secured. Furtherapplied in accordance with Section 10.09(2)) would not exceed [5]% of Consolidated Net Tangible Assets; provided, however, that this restriction on Secured Debt does Section shall not apply to the Company's existing first mortgage bonds that have previously been issued to, and there shall be excluded from secured Debt in any computation under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In additionSection, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.secured by:

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding(a) Holdings will not, the Company shall and will not create or suffer to be created or to exist or permit any of its Restricted Subsidiaries to create create, incur, issue, assume or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure guarantee any indebtedness for borrowed money secured by a mortgage security interest, pledge, encumbrance, lien or charge of any kind and including any conditional sale or title retention agreement ("Secured Debt"collectively, a “mortgage”), whether owned at the date of this Indenture or acquired after the date of this Indenture, without providing ensuring that such 2013 the Notes (together, at Holdings’ option, with any other indebtedness created, issued, assumed or guaranteed by Holdings or any of its Restricted Subsidiaries then existing or thereafter created) will be similarly secured by such mortgage equally and ratably with (or, at Holdings’ option, prior to) such indebtedness for so long as such indebtedness is so secured. Further, this restriction on Secured Debt does . (b) The provisions of Section 4.06(a) hereof will not apply to indebtedness secured by any of the Company's existing first mortgage bonds that have previously been following: (1) mortgages securing indebtedness in an amount equal to (x) the amount incurred under the Credit Facilities as of the Issue Date, plus (y) the greater of (i) $700 million and (ii) an amount equal to 100% of Consolidated EBITDA for the four most recently ended fiscal quarters (including letters of credit or bankers’ acceptances issued or created under its mortgage indenture the Credit Facilities and any guarantees in respect thereof, plus in the case of any refinancing of any such indebtedness or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing); (other than issuances 2) mortgages on any property acquired, leased, constructed or improved by Holdings or any of refunding first mortgage bonds). In addition, this restriction does not prevent its Restricted Subsidiaries after the creation or existence of: o Liens on property existing at date of the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or Indenture to secure indebtedness incurred for the payment purpose of financing or refinancing all or any part of the purchase price of such property or construction of the cost thereof, including the extension of any Liens construction or improvements on such property, in each case, to repairsthe extent that the original indebtedness is incurred prior to or within one year after the applicable acquisition, renewalslease, replacementscompletion of construction or beginning of commercial operation of such property, substitutionsas the case may be; (3) mortgages any property existing at the time Holdings or any Restricted Subsidiary acquires any of the same; (4) mortgages on property of a Person existing at the time Holdings or any Restricted Subsidiary merges or consolidates with such Person or at the time Holdings or any Restricted Subsidiary acquires all or substantially all of the properties of such Person; (5) mortgages to secure indebtedness of any Restricted Subsidiary of Holdings to Holdings or another Restricted Subsidiary; (6) mortgages in favor of governmental bodies to secure partial, bettermentsprogress, additionsadvance or other payments pursuant to any contract or statute or to secure indebtedness incurred or guaranteed to finance or refinance all or any part of the purchase price of the property, extensions and improvements then shares of Capital Stock or thereafter made on indebtedness subject to such mortgages, or the cost of constructing or improving the property subject thereto; o Financing to such mortgages; (7) mortgages to secure indebtedness, together with all other indebtedness incurred under this clause (7) not to exceed, at the time of incurrence and after application of the Company's accounts receivable for electric service; o Any proceeds therefrom, an aggregate amount not to exceed the greater of (i) $125 million (including any refinancing indebtedness incurred pursuant to clause (8) below) and (ii) an amount that, after giving pro forma effect to the incurrence of such indebtedness, would cause the Total Net Secured Leverage Ratio to exceed 4.5 to 1.00; (8) extensions, renewals or replacements of any mortgage existing on, or contractually obligated to be granted within a period of time following, the Issue Date (other than mortgages securing indebtedness under the Credit Facilities) or successive extensionsany mortgage referred to 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, renewals renewal or replacementsreplacement (plus the amount of all fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith), and such extension, renewal or replacement will be limited to all or a part of the property (plus improvements and construction on such property), shares of Capital Stock or indebtedness that was subject to the mortgage so extended, renewed or replaced; (9) mortgages on accounts receivable and related assets of Holdings and its Restricted Subsidiaries pursuant to a Qualified Securitization Transaction; and (10) Permitted Liens. (c) Notwithstanding the restrictions in whole Sections 4.06(a) and 4.06(b), Holdings and its Restricted Subsidiaries may, without having to equally and ratably secure the Notes issue, assume or in partguarantee indebtedness secured by a mortgage, if at the time of Liens permitted by such issuance, assumption or guarantee, after giving effect thereto and to the foregoing clauses; and o The pledge retirement of any bonds or indebtedness that is concurrently being retired, the aggregate amount of all such indebtedness secured by mortgages that would otherwise be subject to the restrictions in Section 4.06(a) (other securities at than any time issued under indebtedness secured by mortgages described in clauses (1) through (10) of Section 4.06(b)) plus the aggregate amount (without duplication) of (x) all Non-Guarantor Subsidiary Debt (as defined below) (other than Non-Guarantor Subsidiary Debt described in clauses (1) through (6) of Section 4.07(b)) and (y) all Attributable Debt of Holdings and any of its Restricted Subsidiaries in respect of Sale and Lease-Back Transactions (with the Secured Debt exception of any such transactions that are permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that under clauses (1) and (2) of Section 4.08) does not exceed 15the greater of (x) $175 million and (y) 25% of Net Tangible Assets as defined belowConsolidated EBITDA for the most recent four quarters for which statements are available (trailing the date on which any indebtedness is incurred).

Limitation on Secured Debt. So (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series, so long as any Securities of the 2013 Notes any series are outstandingOutstanding, the Company shall not create or suffer to be created or to exist or permit issue any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or Secured Debt (other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("than Permitted Secured Debt), without the consent of the Holders of a majority in principal amount of all the Outstanding Securities of all series and Tranches with respect to which this covenant is specified as contemplated by Section 301 (the "Benefitted Securities"), without providing that such 2013 Notes will be similarly secured. Furtherconsidered as one class, except as expressly contemplated in subsections (b) and (c) of this restriction on Secured Debt does Section. (b) The provisions of subsection (a) shall not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent prohibit the creation or existence of: o Liens of any Secured Debt if either: (i) the Company shall make effective provision whereby the Benefitted Securities shall be secured at least equally and ratably with such Secured Debt; or (ii) the Company shall deliver to the Trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Secured Debt (hereinafter called "Secured Obligations") (A) in an aggregate principal amount equal to the aggregate principal amount of each series then Outstanding, (B) maturing (or being subject to mandatory redemption) on property existing the Stated Maturities of such series and (C) containing, in addition to any mandatory redemption provisions applicable to all Secured Obligations outstanding under such Lien and any mandatory redemption provisions contained therein pursuant to clause (B) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Securities of such series or for the redemption thereof at the time option of acquisition or construction the Holder, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Securities of such property series following an Event of Default (or created within one year after completion such mandatory redemption to be rescinded upon the rescission of such acquisition acceleration); it being expressly understood that such Secured Obligations (x) may, but need not, bear interest, (y) may, but need not, contain provisions for the redemption thereof at the option of the issuer, any such redemption to be made at a redemption price or constructionprices not less than the principal amount thereof and (z) shall be held by the Trustee for the benefit of the Holders of all Securities of such series from time to time Outstanding subject to such terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations. (c) If the Company shall elect either of the alternatives described in subsection (b), whether the Company shall deliver to the Trustee: (i) an indenture supplemental to this Indenture (A) together with evidence of appropriate inter-creditor arrangements, whereby this Indenture shall be secured by purchasethe Lien referred to in subsection (b) equally and ratably with all other indebtedness secured by such Lien or (B) providing for the delivery to the Trustee of Secured Obligations; (ii) an Officer's Certificate (A) stating that, merger, construction or otherwise, or to secure the payment of all or any part knowledge of the purchase price or construction cost thereofsigner, including (x) no Event of Default has occurred and is continuing and (y) no event has occurred and is continuing which entitles the extension of any Liens secured party under such Lien to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on accelerate the property subject thereto; o Financing maturity of the Company's accounts receivable for electric service; o Any extensionsindebtedness outstanding thereunder and (B) stating the aggregate principal amount of indebtedness issuable, renewals and then proposed to be issued, under and secured by such Lien; (iii) an Opinion of Counsel (A) if the Outstanding Securities under this Indenture are to be secured by such Lien, to the effect that all Securities then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding secured by such Lien or replacements (or successive extensionsB) if Secured Obligations are to be delivered to the Trustee, renewals or replacements), in whole or in part, of Liens permitted by to the foregoing clauses; and o The pledge of any bonds or other securities at any time effect that such Secured Obligations have been duly issued under any of the Secured Debt permitted by the above clauses. In addition such Lien and constitute valid obligations, entitled to the permitted issuances abovebenefit of such Lien equally and ratably with all other indebtedness then outstanding secured by such Lien. (d) For purposes of this Section, Secured Debt not except as otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.expressly provided or unless the context otherwise requires:

Limitation on Secured Debt. So long as any of the 2013 Notes are outstandingThe Company will not, the Company shall and will not create or suffer to be created or to exist or permit any Restricted Subsidiary to, incur or guarantee any evidence of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien indebtedness for money borrowed (collectively "LiensDebt") secured by a Lien on any utility properties (i) Principal Property or tangible assets any part thereof, (ii) Capital Stock of a Restricted Subsidiary now owned or hereafter acquired by the Company or its Subsidiaries any Restricted Subsidiary or (iii) Debt of a Restricted Subsidiary owed to secure the Company or any indebtedness for borrowed money Restricted Subsidiary of the Company, without in any such case ("Secured Debt"i), without (ii) or (iii) effectively providing that such 2013 Notes will be similarly secured. Furtherthe Securities are secured equally and ratably with (or, this restriction on Secured Debt does not apply to at the Company's existing first mortgage bonds that have previously been issued option, prior to) such secured Debt and any other Debt required to be so secured, unless the aggregate amount of all such secured Debt, plus all Attributable Debt of the Company and its Restricted Subsidiaries with respect to Sale and Leaseback transactions involving Principal Properties (with the exception of such transactions which are excluded by the second paragraph of Section 1009), would not exceed 10% of Consolidated Net Tangible Assets. The foregoing restriction shall not apply to, and there will be excluded from Debt in any computation under its mortgage indenture such restriction, (i) Debt secured by a Lien in favor of the Company or any indenture supplemental thereto; provided that this restriction will apply a Restricted Subsidiary, (ii) Debt secured by a Lien in favor of governmental bodies to future issuances thereunder secure progress or advance payments or payments pursuant to contracts or statute, (other than issuances of refunding first mortgage bonds). In additioniii) Debt secured by a Lien on property, this restriction does not prevent the creation Capital Stock or existence of: o Liens on property Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation or otherwise), (iv) Debt incurred or guaranteed to finance the acquisition of property, Capital Stock or Debt, or to finance construction of such property (on, or created improvement or expansion of, property, which Debt is incurred within one year after completion 180 days of such acquisition or completion of construction), whether improvement or expansion, and is secured solely by purchasea Lien on the property, mergerCapital Stock or Debt acquired, construction constructed, improved or otherwiseexpanded, (v) Debt consisting of industrial revenue or to secure the payment of all pollution control bonds or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made similar financing secured solely by a Lien on the property the subject thereto; o Financing thereof, or (vi) any extension, renewal or replacement of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), any Debt referred to in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds clauses (iii) or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below(iv).

Limitation on Secured Debt. So (a) On and after the Collateral Release Date and so long as any of the 2013 Notes are outstandingSecurities shall remain Outstanding, the Company shall not create create, issue, incur or suffer assume any Secured Debt other than Permitted Secured Debt without the consent of the Holders of a majority in principal amount of the Outstanding Securities of all series and Tranches, considered as one class. (b) the provisions of clause (a) above shall not prohibit the creation, issuance, incurrence or assumption of any Secured Debt if either (i) the Company shall make effective provision whereby all Securities then Outstanding shall be secured equally and ratably with such Secured Debt; or (ii) the Company shall deliver to the Trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Secured Debt (hereinafter called "Secured Obligations") (A) in an aggregate principal amount equal to the aggregate principal amount of the Securities then Outstanding, (B) maturing (or being subject to mandatory redemption) on such dates and in such principal amounts that, at each Stated Maturity of the Outstanding Securities, there shall mature (or be redeemed) Secured Obligations equal in principal amount to the Securities then to mature and (C) containing, in addition to any mandatory redemption provisions applicable to all Secured Obligations outstanding under such Lien and any mandatory redemption provisions contained therein pursuant to clause (B) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Securities or for the redemption thereof at the option of the Holder, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Securities following an Event of Default (such mandatory redemption to be created or to exist or permit rescinded upon the rescission of such acceleration); it being expressly understood that such Secured Obligations (X) may, but need not, bear interest, (Y) may, but need not, contain provisions for the redemption thereof at the option of the issuer, any of its Subsidiaries to create or suffer such redemption to be created made at a redemption price or to exist any additional mortgage, pledge, security interest, or other lien prices not less than the principal amount thereof and (collectively "Liens"Z) on any utility properties or tangible assets now owned or hereafter acquired shall be held by the Company or its Subsidiaries Trustee for the benefit of the Holders of all Securities from time to secure any indebtedness for borrowed money ("Secured Debt"), without providing that time Outstanding subject to such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations. (c) If the Company shall elect either of the alternatives described in clause (b) above, the Company shall deliver to the Trustee: (i) an indenture supplemental to the Indenture (A) together with appropriate inter-creditor arrangements, whereby all Securities then Outstanding shall be secured by the Lien referred to in clause (b) above equally and ratably with all other indebtedness secured by such Lien or (B) providing for the delivery to the Trustee of Secured Obligations; (ii) an Officer's existing first mortgage bonds Certificate (A) stating that, to the knowledge of the signer, (1) no Event of Default has occurred and is continuing and (2) no event has occurred and is continuing which entitles the secured party under such Lien to accelerate the maturity of the indebtedness outstanding thereunder and (B) stating the aggregate principal amount of indebtedness issuable, and then proposed to be issued, under and secured by such Lien; (iii) an Opinion of Counsel (A) if the Securities then Outstanding are to be secured by such Lien, to the effect that all such Securities then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding under such Lien or (B) if Secured Obligations are to be delivered to the Trustee, to the effect that such Secured Obligations have previously been duly issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply such Lien and constitute valid obligations, entitled to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction benefit of such property Lien equally and ratably with all other indebtedness then outstanding under such Lien. (d) For all purposes of this Indenture, except as otherwise expressly provided or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure unless the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not context otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.requires:

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding(a) Parent will not, the Company shall and will not create or suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist Restricted Subsidiary to, Incur any additional mortgage, pledge, security interest, or other lien (collectively "Liens") Debt secured by a Lien on any utility properties or tangible assets Principal Property, now owned or hereafter acquired owned by the Company Parent or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt")Restricted Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary, without effectively providing that the Securities of each series (together with, if Parent shall so determine, any other Debt of Parent or such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does Restricted Subsidiary then existing or thereafter created which is not apply subordinate to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture Securities) shall be secured equally and ratably with (or any indenture supplemental theretoprior to) such secured Debt so long as such secured debt shall be so secured; provided that Parent or any Restricted Subsidiary may Incur Debt secured by Liens without equally and ratably securing the Securities of each series if, on the date of the Incurrence, after giving effect to the Incurrence and to the retirement of any Debt that is concurrently being retired, the aggregate amount of all outstanding Debt secured by Liens which could not have been incurred, issued, assumed or guaranteed by Parent or a Restricted Subsidiary without equally and ratably securing the Securities of each series then Outstanding except for the proviso of this restriction will apply paragraph, together with the aggregate amount of Attributable Debt incurred pursuant to future issuances thereunder (other than issuances of refunding first mortgage bondsSection 10.07(iii). In addition, this restriction does not prevent at such time exceed 20% of Consolidated Net Tangible Assets of Parent. (b) Notwithstanding the creation or existence of: o foregoing, Parent and, to the extent provided below, any Restricted Subsidiary may Incur Debt secured by the following Liens (“Permitted Debt”): (i) Liens on property existing at the time of acquisition any Principal Property acquired (whether by merger, consolidation, purchase, lease or construction of such property (or created within one year after completion of such acquisition or constructionotherwise), whether constructed or improved by purchaseParent or any Restricted Subsidiary after the date of the Indenture which are created or assumed prior to, mergercontemporaneously with, or within 360 days after, such acquisition, construction or otherwiseimprovement, or to secure or provide for the payment of all or any part of the purchase price cost of such acquisition, construction or construction cost improvement (including related expenditures capitalized for federal income tax purposes in connection therewith) incurred after the date of the Indenture; (ii) Liens on any property, shares of Capital Stock or Debt existing at the time of acquisition thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens on property, shares of Capital Stock or Debt of a Corporation existing at the extension time such Corporation becomes a Restricted Subsidiary); (iii) Liens in favor of, or which secure Debt owing to, Parent or any Restricted Subsidiary; (iv) Liens in favor of the United States or any state thereof, or any department, agency, or instrumentality or political subdivision thereof, or political entity affiliated therewith, or in favor of any Liens other country, or any political subdivision thereof, to repairssecure partial, renewalsprogress, replacementsadvance or other payments, substitutionsor other obligations, bettermentspursuant to any contract or statute, additionsor to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, extensions and improvements then constructing or thereafter made on improving the property subject thereto; o Financing to such Liens (including Liens incurred in connection with pollution control, industrial revenue or similar financings); (v) Liens imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar Liens arising in the ordinary course of business, or governmental (federal, state or municipal) Liens arising out of contracts for the sale of products or services by Parent or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the Company's foregoing; (vi) pledges or deposits under workmen’s compensation, unemployment insurance, or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which Parent or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of Parent or any Restricted Subsidiary, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the United States to secure surety, appeal or customs bonds to which Parent or any Restricted Subsidiary is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (vii) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against Parent or any Restricted Subsidiary with respect to which Parent or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by Parent or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which Parent or such Restricted Subsidiary is a party; (viii) Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; (ix) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’ Liens and other similar Liens and encumbrances none of which interfere materially with the use of the property covered thereby in the ordinary course of the business of Parent or such Restricted Subsidiary and which do not, in the opinion of Parent, materially detract from the value of such properties; (x) with respect to each series of Securities, Liens existing on the first date on which the Securities of that series are authenticated; (xi) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of setoff or similar rights and remedies as to deposit accounts receivable for electric serviceor other funds maintained with a creditor depository institution; o Any extensionsprovided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Parent or the applicable Restricted Subsidiary in excess of those set forth by regulations promulgated by the Federal Reserve Board and (ii) such deposit account is not intended to provide collateral to the depository institution; or (xii) any extension, renewals renewal or replacements replacement (or successive extensions, renewals removals or replacements), in ) as a whole or in part, of Liens permitted by any Lien referred to in the foregoing clausesclauses (i) to (xi), inclusive; and o The pledge of any bonds provided that (i) such extension, renewal or other securities at any time issued under any replacement Lien shall be limited to all or a part of the Secured same property, shares of stock or Debt permitted that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by the above clauses. In addition to the permitted issuances above, Secured Debt such Lien at such time is not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined belowincreased.

Limitation on Secured Debt. So (a) On and after the Release Date and so long as any of the 2013 Notes are outstandingBonds shall remain Outstanding, the Company shall not create create, issue, incur or suffer assume any Secured Debt other than Permitted Secured Debt without the consent of the Bond Insurer or the owners of a majority in principal amount of the Outstanding Bonds if the Bond Insurer is in default as provided in Section 10.16 hereof. (b) The provisions of clause (a) above shall not prohibit the creation, issuance, incurrence or assumption of any Secured Debt if either (i) the Company shall make effective provision whereby all Bonds then Outstanding shall be secured equally and ratably with such Secured Debt; or (ii) the Company shall deliver to the Trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Secured Debt (hereinafter called "Secured Obligations") (A) in an aggregate principal amount equal to the aggregate principal amount of the Bonds then Outstanding, (B) maturing (or being subject to mandatory redemption) on such dates and in such principal amounts that, at the Maturity Date, there shall mature (or be redeemed) Secured Obligations equal in principal amount to the Bonds and (C) containing, in addition to any mandatory redemption provisions applicable to all Secured Obligations outstanding under such Lien and any mandatory redemption provisions contained therein pursuant to clause (B) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Bonds or for the redemption thereof at the option of the Owner, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Bonds following an Event of Default (such mandatory redemption to be created or to exist or permit rescinded upon the rescission of such acceleration); it being expressly understood that such Secured Obligations (x) may, but need not, bear interest, (y) may, but need not, contain provisions for the redemption thereof at the option of the issuer, any of its Subsidiaries to create or suffer such redemption to be created made at a redemption price or to exist any additional mortgage, pledge, security interest, or other lien prices not less than the principal amount thereof and (collectively "Liens"z) on any utility properties or tangible assets now owned or hereafter acquired shall be held by the Company or its Subsidiaries Trustee for the benefit of the Owners of all Bonds from time to secure any indebtedness for borrowed money ("Secured Debt"), without providing that time Outstanding subject to such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations. (c) If the Company shall elect either of the alternatives described in clause (b) above, the Company shall deliver to the Trustee and to the Bond Insurer: (i) an indenture supplemental to the Indenture (A) together with appropriate inter-creditor arrangements, whereby all Bonds then Outstanding shall be secured by the Lien referred to in clause (b) above equally and ratably with all other indebtedness secured by such Lien or (B) providing for the delivery to the Trustee of Secured Obligations; (ii) an officer's existing first mortgage bonds certificate signed by an Authorized Company Representative (A) stating that, to the knowledge of the signer, (1) no Event of Default has occurred and is continuing and (2) no event has occurred and is continuing which entitles the secured party under such Lien to accelerate the maturity of the indebtedness outstanding thereunder and (B) stating the aggregate principal amount of indebtedness issuable, and then proposed to be issued, under and secured by such Lien; (iii) an opinion of counsel (A) if the Bonds then Outstanding are to be secured by such Lien, to the effect that all such Bonds then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding under such Lien or (B) if Secured Obligations are to be delivered to the Trustee, to the effect that such Secured Obligations have previously been duly issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply such Lien and constitute valid obligations, entitled to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction benefit of such property Lien equally and ratably with all other indebtedness then outstanding under such Lien. (d) For all purposes of this Refunding Agreement, except as otherwise expressly provided or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure unless the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not context otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.requires:

Limitation on Secured Debt. So long as any of the 2013 Series E Notes are outstanding, the Company shall will not create or suffer to be created or to exist or permit any of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"), without providing that such 2013 Series E Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o : (i) Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o ; (ii) Financing of the Company's accounts receivable for electric service; o ; (iii) Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o and (iv) The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding, the (a) The Company shall not create or suffer to be created or to exist or (nor shall the Company permit any of its Domestic Subsidiaries to create or suffer to be created or to exist any additional mortgageto) create, pledge, security interestassume, or other lien guarantee any Secured Debt without making effective provision for securing the Notes equally and ratably with such Secured Debt. This covenant shall not apply to indebtedness for borrowed money secured by: (collectively "Liens"1) on Security Interests created to secure payment for the acquisition, construction, repair or improvement of any utility properties or tangible assets now owned or hereafter acquired property including, but not limited to, any indebtedness incurred by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt")a Subsidiary of the Company prior to, without providing that such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of, or within 24 months after the later of acquisition the acquisition, the completion of construction (including any repairs or construction improvements on an existing property) or the commencement of commercial operations of such property (or created within one year after completion property, which indebtedness is incurred for the purpose of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of financing all or any part of the purchase price of such property or construction cost thereofconstruction, including repair or improvements on such property; (2) Security Interests on property, or any conditional sales agreement or any title retention with respect to property, existing at the extension time of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then acquisition thereof (whether or thereafter made on not assumed by the property subject thereto; o Financing Company or a Subsidiary of the Company's accounts receivable for electric service; o Any extensions) or at the time it becomes a Principal Property, renewals provided such Security Interests are not created in anticipation or replacements in furtherance of such acquisition; (8) Security Interests existing on the issue date of the Notes; or (9) any extension, renewal, refinancing or replacement, or successive extensions, renewals renewals, refinancings or replacements), in whole or in part, of Liens permitted by any Security Interest or lien referred to in the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any clauses (1)-(8); to the extent that the principal amount of the indebtedness for borrowed money secured thereby is not increased other than by transaction costs and premiums, if any, and no additional Principal Property other than Principal Property permitted to be so secured under the foregoing clauses (1)-(8) is subject thereto. For the purposes of determining compliance with this covenant, in the event that any Secured Debt permitted by meets the above clauses. In addition to criteria of more than one of the permitted issuances types of Secured Debt described above, the Company, in its sole discretion, shall classify such Secured Debt not otherwise so permitted and only be required to include the amount and type of such Secured Debt in one of clauses (1) through (9) above or pursuant to clause (b) below, and Secured Debt may be issued in an amount that does not exceed 15% divided and classified at the time of Net Tangible Assets as defined incurrence into more than one of the types of Secured Debt described above or pursuant to clause (b) below.

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding, the Company shall not create or suffer to be created or to exist or permit any of its Subsidiaries to create or permit or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"), without providing that such 2013 Notes will be similarly secured. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

Limitation on Secured Debt. So long Other than Permitted Liens (as any of the 2013 Notes are outstandingdefined below), the Company Issuer shall not create or suffer to be created or to exist or permit at any time have outstanding more than $20,485,000,000 principal amount of its Subsidiaries to create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure any indebtedness for borrowed money secured on a first lien basis with its assets nor more than $14,400,000,000 principal amount of indebtedness for borrowed money secured on a second or junior lien basis with its assets; provided, however, that (i) any such indebtedness for borrowed money secured on a second or junior lien basis in excess of $4 billion (including the Note) ("Secured Junior Lien Debt") shall consist only of loans from or obligations to the U.S. Department of Energy or other federal governmental authorities (or a commercial bank and guaranteed by the U.S. Department of Energy or other federal governmental authority) , (ii) any Junior Lien Debt shall be secured by a lien on Collateral pledged under the Credit Agreement and the Loan Documents, including the Collateral Trust Agreement and the Security Agreement that, although constituting Permitted Second Lien Debt thereunder, will, as between the Purchaser or any subsequent holder of the Note and the lenders of such Junior Lien Debt, be junior to the second lien securing the Note, and the priority of which will be governed by an intercreditor agreement among the parties hereto and the lenders of such Junior Lien Debt substantially similar to the intercreditor provisions of Section 8 of the Collateral Trust Agreement (as if the second lien securing the Note were a first priority secured obligation and the Junior Lien Debt were a second priority secured obligation), without providing and (iii) this Agreement shall be amended to reflect the benefit of any terms contained in existing and future Junior Lien Debt if such terms, taken as whole, are more favorable to the lenders thereof than those contained herein for the benefit of the Purchaser or any subsequent holder of the Note (other than in respect of interest rates, fees, call protection or the absence of a call feature, premiums or maturity dates), provided, however, that such 2013 Notes will be similarly secured. Furtherto the extent the future Junior Lien Debt provides for specified project financing, this restriction on Secured Debt does clause (iii) shall not apply to the Company's existing first mortgage bonds any terms that have previously been issued under relate to such project or its mortgage indenture or any indenture supplemental theretoeligibility for financing; provided further that any such amendments shall have effect only for so long as is necessary to comply with this restriction will apply to future issuances thereunder clause (other than issuances of refunding first mortgage bondsiii). In additionFor avoidance of doubt, this restriction does not prevent such amendments shall no longer have effect after any such Junior Lien Debt is no longer outstanding or its terms, taken as whole, are no longer more favorable from a lender’s perspective than the creation or existence of: o Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part terms of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; o Financing of the Company's accounts receivable Note without such amendments. "Permitted Liens" for electric service; o Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.purposes hereof shall mean:

Limitation on Secured Debt. So long as any of the 2013 Notes are outstanding(a) Holdings will not, the Company shall and will not create or suffer to be created or to exist or permit any of its Restricted Subsidiaries to create create, incur, issue, assume or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any utility properties or tangible assets now owned or hereafter acquired by the Company or its Subsidiaries to secure guarantee any indebtedness for borrowed money ("Secured Debt")secured by a Lien on any asset or property of Holdings or any of its Restricted Subsidiaries, whether owned at the date of this Indenture or acquired after the date of this Indenture, without providing ensuring that such 2013 the Notes (together, at Holdings’ option, with any other indebtedness created, issued, assumed or guaranteed by Holdings or any of its Restricted Subsidiaries then existing or thereafter created) will be similarly secured by such Lien equally and ratably with (or, at Holdings’ option, prior to) such indebtedness for so long as such indebtedness is so secured. Further, this restriction on Secured Debt does . (b) The provisions of Section 4.06(a) hereof will not apply to indebtedness secured by any of the Company's existing first mortgage bonds that have previously been issued following: (1) Liens securing indebtedness in an amount equal to (x) the amount incurred under its mortgage indenture the Credit Facilities and the 2025 Secured Notes as of the Issue Date (including, for purposes of this clause (x), undrawn commitments under the Credit Facilities), plus (y) the greater of (i) $800.0 million and (ii) an amount equal to 100% of Consolidated EBITDA for the four most recently ended fiscal quarters for which financial statements are available (plus in the case of any refinancing of any such indebtedness or any indenture supplemental theretoportion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing); provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of: o 2) Liens on any property existing at acquired, leased, constructed or improved by Holdings or any of its Restricted Subsidiaries after the time date of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or this Indenture to secure indebtedness incurred for the payment purpose of financing or refinancing all or any part of the purchase price of such property or construction of the cost thereof, including the extension of any construction or improvements on such property, in each case, to the extent that the original indebtedness is incurred prior to or within one year after the applicable acquisition, lease, completion of construction or beginning of commercial operation of such property, as the case may be; (3) Liens on any property existing at the time Holdings or any Restricted Subsidiary acquires any of the same; (4) Liens on property of a Person existing at the time Holdings or any Restricted Subsidiary merges or consolidates with such Person or at the time Holdings or any Restricted Subsidiary acquires all or substantially all of the properties of such Person; (5) Liens to repairssecure indebtedness of any Restricted Subsidiary of Holdings to Holdings or another Restricted Subsidiary; (6) Liens in favor of governmental bodies to secure partial, renewalsprogress, replacementsadvance or other payments pursuant to any contract or statute or to secure indebtedness incurred or guaranteed to finance or refinance all or any part of the purchase price of the property, substitutionsshares of Capital Stock or indebtedness subject to such Liens, betterments, additions, extensions and improvements then or thereafter made on the cost of constructing or improving the property subject theretoto such Liens; o Financing (7) Liens to secure indebtedness, together with all other indebtedness incurred under this clause (7) not to exceed, at the time of incurrence and after application of the Company's accounts receivable for electric service; o Any extensionsproceeds therefrom, renewals or replacements an aggregate amount not to exceed the greater of (or successive extensions, renewals or replacementsi) $150.0 million (including any refinancing indebtedness incurred pursuant to clause (8) below), in whole or in part(ii) 20.0% of Consolidated EBITDA for the four most recently ended fiscal quarters for which financial statements are available and (iii) an amount that, of Liens permitted by the foregoing clauses; and o The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition after giving pro forma effect to the permitted issuances aboveincurrence of such indebtedness, would cause the Total Net Secured Debt Leverage Ratio not otherwise so permitted may be issued to exceed 4.50 to 1.00 (or, if greater, the Total Net Secured Leverage Ratio in an amount that does not exceed 15% of Net Tangible Assets as defined below.effect for the most recently ended Test Period);