Common use of Limitation on Secured Debt Clause in Contracts

Limitation on Secured Debt. The Issuer will not, and will not permit any of its Subsidiaries 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 its Subsidiaries in compliance with this Indenture, secured by any mortgage, lien, charge, pledge, encumbrance or security interest 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 security interest on Issuer’s or its Subsidiaries’ property is greater than 40% of the sum of (without duplication) (1) Total Assets as of the end of the Issuer’s most recently completed fiscal quarter prior to the incurrence of such additional Debt and (2) the purchase price of any real estate assets or mortgages 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 incurrence of such additional Debt; provided, that for purposes of this limitation, the amount of obligations under capital leases shown as a liability on Issuer’s consolidated balance sheet shall be deducted from Debt and from Total Assets.

Limitation on Secured Debt. The Issuer Borrower will not, and nor will not it permit any of its Subsidiaries Restricted Subsidiary to, incur 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 (including 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 (ior prior to) guarantees 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 Borrower 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 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 be deemed the incurrence, issue, assumption or guarantee of Debt incurred secured by a Lien for purposes of this Section. Notwithstanding the Guarantor and foregoing, this Section shall neither limit nor be deemed or construed as limiting the right of the Borrower or any Restricted Subsidiary to incur, issue, assume or guarantee any Debt secured by any one or more of the following: (ii1) guarantees Liens on property of, or on any shares of debt of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary of the Guarantor that is not a Subsidiary of the Issuer), other than Intercompany Debt and guarantees of Debt incurred by Issuer or its Subsidiaries in compliance with this Indenture, secured by any mortgage, lien, charge, pledge, encumbrance or security interest 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 security interest on Issuer’s or its Subsidiaries’ property is greater than 40% of the sum of (without duplication) (1) Total Assets as of the end of the Issuer’s most recently completed fiscal quarter prior to the incurrence of such additional Debt and Borrower; (2) Liens on property, shares of stock, other equity interests, or Debt existing at the purchase price time of any real estate assets acquisition or mortgages receivable acquired, and repossession thereof by 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 Borrower or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained Restricted Subsidiary; (3) Liens on physical property (or any Accounts Receivable arising in connection with the incurrence of such additional Debt; providedlease thereof), that for purposes of this limitation, the amount of obligations under capital leases shown as a liability on Issuer’s consolidated balance sheet shall be deducted from Debt and from Total Assets.shares of

Limitation on Secured Debt. The Issuer Company will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, incur or guarantee any Debt evidence of indebtedness for money borrowed (including "Debt") secured by a Lien on any (i) guarantees of Debt incurred by the Guarantor and Principal Property or any part thereof, (ii) guarantees of debt Capital Stock of a Restricted Subsidiary now owned or hereafter acquired by the Company or any Restricted Subsidiary or (iii) Debt of a Restricted Subsidiary owed to the Company or any Restricted Subsidiary of the Guarantor that is not a Subsidiary of the IssuerCompany, without in any such case (i), other than Intercompany (ii) or (iii) effectively providing that the Securities are secured equally and ratably with (or, at the Company's option, prior to) such secured Debt and guarantees of any other Debt incurred by Issuer or its Subsidiaries in compliance with this Indenturerequired to be so secured, secured by any mortgage, lien, charge, pledge, encumbrance or security interest 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, unless the aggregate principal amount of all such secured Debt, plus all Attributable Debt of Issuer’s the Company and its Subsidiaries’ outstanding 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 such restriction, (i) Debt secured by a Lien in favor of the Company or a Restricted Subsidiary, (ii) Debt secured by a Lien in favor of governmental bodies to secure progress or advance payments or payments pursuant to contracts or statute, (iii) Debt secured by a Lien on a consolidated basis property, Capital Stock or 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 on, or improvement or expansion of, property, which Debt is incurred within 180 days of such acquisition or completion of construction, improvement or expansion, and is secured solely by a Lien on the property, Capital Stock or Debt acquired, constructed, improved or expanded, (v) Debt consisting of industrial revenue or pollution control bonds or similar financing secured solely by a Lien on the property the subject thereof, or (vi) any mortgageextension, lien, charge, pledge, encumbrance renewal or security interest on Issuer’s or its Subsidiaries’ property is greater than 40% of the sum of (without duplication) (1) Total Assets as of the end of the Issuer’s most recently completed fiscal quarter prior to the incurrence of such additional Debt and (2) the purchase price replacement of any real estate assets Debt referred to in the foregoing clauses (iii) or mortgages 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 Debtiv), by Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Debt; provided, that for purposes of this limitation, the amount of obligations under capital leases shown as a liability on Issuer’s consolidated balance sheet shall be deducted from Debt and from Total Assets.

Limitation on Secured Debt. The Issuer Company will not, and --------------------------- will not permit any of its Subsidiaries Restricted Subsidiary to, incur 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 (including and, if the company so elects, any indebtedness ranking equally with the Debt Securities) equally and ratably with or prior to such secured indebtedness. This covenant will not apply to debt secured by (ia) guarantees mortgages or liens on property, capital stock or indebtedness of Debt any 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 thereof to finance the purchase price, (c) mortgages or liens on unimproved property to finance the cost of improvements to such property, (d) mortgages or liens securing indebtedness owed by the Guarantor and (ii) guarantees of debt of a Subsidiary to the Company or a wholly owned Restricted Subsidiary, (e) certain mortgages in favor of governmental entities including mortgages in connection with industrial revenue financing or (f) extensions, renewals or replacements of any of the Guarantor foregoing. Notwithstanding this covenant, the Company and its Restricted Subsidiaries may incur or guarantee any Secured Debt, provided that is not a Subsidiary of the Issuer), other than Intercompany Debt and guarantees of Debt incurred by Issuer or its Subsidiaries in compliance with this Indenture, secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of Issuer’s or any of its Subsidiaries’ property if, immediately after giving effect to thereto the incurrence aggregate amount of such debt then outstanding (not including Secured Debt permitted under the foregoing exceptions) and the application aggregate "value" of the proceeds thereofSale and Leaseback Transactions other than Sale and Leaseback Transactions permitted under clauses (a) through (d) and (f) in Section 4.12, 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 security interest on Issuer’s or its Subsidiaries’ property is greater than 40at such time does not exceed 10% of the sum of (without duplication) (1) Total Assets as of the end of the Issuer’s most recently completed fiscal quarter prior to the incurrence of such additional Debt and (2) the purchase price of any real estate assets or mortgages 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 incurrence of such additional Debt; provided, that for purposes of this limitation, the amount of obligations under capital leases shown as a liability on Issuer’s consolidated balance sheet shall be deducted from Debt and from Total Consolidated Net Tangible Assets.

Limitation on Secured Debt. (a) The Issuer Company will not, and nor will not it permit any of its Subsidiaries Restricted Subsidiary to, incur incur, issue, assume or guarantee any Debt indebtedness for money borrowed or any other indebtedness evidenced by notes, bonds, debentures or other similar evidence of indebtedness for money borrowed (including (ihereinafter in this Article Four called "Debt") 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 its Subsidiaries in compliance with this Indenture, secured by any mortgage, lien, charge, pledge, encumbrance or security interest 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 security interest on Issuer’s or its Subsidiaries’ property is greater than 40% of the sum of (without duplication) (1) Total Assets as of the end of the Issuer’s most recently completed fiscal quarter prior to the incurrence of such additional Debt and (2) the purchase price of any real estate assets or mortgages 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 arising in connection with the incurrence 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 or by, or transactions involving title retention with, distributors, dealers or other customers, of merchandise, equipment or services, secured by a mortgage, security interest, pledge, lien or other encumbrance (mortgages, security interests, pledges, liens and other encumbrances being hereinafter in this Article Four called "mortgage" or "mortgages") upon any Principal Property of the Company or 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), except with respect to each series of Securities any Debt so secured on the date of issuance of such additional 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 such Restricted Subsidiary ranking equally with the Securities and then existing or thereafter created) shall be secured equally and ratably with (or, at the option of the Company, prior to) such secured Debt, so long as such Debt shall be so secured; providedPROVIDED, HOWEVER, that for purposes of this limitationthe foregoing restrictions shall not apply to, the amount of obligations under capital leases shown as a liability on Issuer’s consolidated balance sheet and there shall be deducted excluded from secured Debt and from Total Assets.in any computation under this Section, Debt secured by

Limitation on Secured Debt. The Other than Permitted Liens (as defined below), the Issuer will notshall not at any time have outstanding more than $20,485,000,000 principal amount of 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, and will not permit any of its Subsidiaries tohowever, incur any Debt (including that (i) guarantees any such indebtedness for borrowed money secured on a second or junior lien basis in excess of Debt incurred $4 billion (including the Note) ("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 Guarantor and U.S. Department of Energy or other federal governmental authority) , (ii) guarantees of debt of any Junior Lien Debt shall be secured by a Subsidiary 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 Guarantor that is not a Subsidiary Note and the lenders of the Issuer)such Junior Lien Debt, other than Intercompany Debt and guarantees of Debt incurred by Issuer or its Subsidiaries in compliance with this Indenture, secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of Issuer’s or any of its Subsidiaries’ property if, immediately after giving effect be junior to the incurrence of such Debt and second lien securing 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 security interest on Issuer’s or its Subsidiaries’ property is greater than 40% of the sum of (without duplication) (1) Total Assets as of the end of the Issuer’s most recently completed fiscal quarter prior to the incurrence of such additional Debt and (2) the purchase price of any real estate assets or mortgages receivable acquiredNote, and the amount 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), and (iii) this Agreement shall be amended to reflect the benefit of any securities offering proceeds received 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 to the extent the future Junior Lien Debt provides for specified project financing, this clause (iii) shall not apply to any terms that relate to such proceeds were not used project or its eligibility for financing; provided further that any such amendments shall have effect only for so long as is necessary to acquire real estate assets comply with this clause (iii). For avoidance of doubt, such amendments shall no longer have effect after any such Junior Lien Debt is no longer outstanding or mortgages receivable or used to reduce Debt)its terms, by Issuer or any taken as whole, are no longer more favorable from a lender’s perspective than the terms of its Subsidiaries since the end of Note without such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Debt; provided, that amendments. "Permitted Liens" for purposes of this limitation, the amount of obligations under capital leases shown as a liability on Issuer’s consolidated balance sheet hereof shall be deducted from Debt and from Total Assets.mean: