Common use of Limitation upon Liens Clause in Contracts

Limitation upon Liens. The Parent will not itself, and will not permit any Restricted Subsidiary to, incur, issue, assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), secured by pledge of, or mortgage or other lien (including lease purchase, instalment purchase and other title retention financing arrangements) on or in respect of any Principal Property owned or leased by the Parent or any Restricted Subsidiary, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”), without effectively providing that the Securities and Guarantee (together with, if the Parent shall so determine, any other Debt of the Parent or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.10) entered into after the date of this Indenture (other than sale and leaseback transactions permitted by Section 3.10(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted Subsidiary; (b) Liens on property or assets of, or on any shares of stock or Debt of, any Person existing at the time such Person becomes a Restricted Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof; (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later , for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (e) Liens in favor of, or which secure Debt owing to, the Parent or a Restricted Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent or any Restricted Subsidiary and the United States of America, any State, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08; or other deposits or pledges similar to those referred to in this subparagraph (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (j) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in subparagraphs (a) through (i) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to the extent, if any, that the Debt secured by such Lien at such time is increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent or any other Restricted Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent Company will not itself, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume assume, guarantee or guarantee otherwise become liable for or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), Indebtedness secured by pledge of, or mortgage or other lien a Lien on (including lease purchase, instalment purchase and other title retention financing arrangementsi) on or in respect of any Principal Property owned or leased by of the Parent Company or any Restricted Subsidiary, Subsidiary or on (ii) any shares of capital stock or Debt Indebtedness of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”which Indebtedness is then held by the Company or any Restricted Subsidiary), without effectively providing that the Securities and Guarantee Notes (together with, if the Parent Company shall so determine, any other Debt Indebtedness of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the SecuritiesSubordinated Funded Debt) shall be secured equally and ratably with (or or, at the option of the Company, prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof)Indebtedness, so long as such secured Debt Indebtedness shall be so secured, unlessunless immediately thereafter, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding Indebtedness plus all Attributable Debt of the Parent Company and its Restricted Subsidiaries in respect of sale Sale and leaseback transactions Leaseback Transactions (as defined in but excluding leases exempt from the prohibition of clauses (2) through (6) of Section 3.104.23(b) entered into after the date of this Indenture (other than sale and leaseback transactions permitted by Section 3.10(b)hereof) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section 4.23(a) shall prevent, restrict or not apply to, and there shall be excluded from secured Debt Indebtedness in any computation under this SectionSection 4.23(a), Debt Indebtedness secured by: (a1) Liens existing as on, and limited to, property of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted Subsidiary; (b) Liens on property or assets of, or on any shares of capital stock or Debt ofIndebtedness of any corporation existing at April 30, any Person existing 2002 or at the time such Person corporation becomes a Restricted Subsidiary; (c2) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof; (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later , for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (e) Liens in favor of, or which secure Debt owing to, the Parent or a Restricted Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent or any Restricted Subsidiary and the United States of America, any State, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08; or other deposits or pledges similar to those referred to in this subparagraph (g)Subsidiary; (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (j) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in subparagraphs (a) through (i) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to the extent, if any, that the Debt secured by such Lien at such time is increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent or any other Restricted Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent So long as any Securities of any series shall have been issued and remain outstanding, unless the terms of any series provide otherwise, the Company will not itself, and will not permit any Restricted Consolidated Subsidiary to, incur, issue, assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed which, in accordance with generally accepted accounting principles in the United States, would be reflected on the balance sheet of the Company or a Consolidated Subsidiary as a liability on the date as of which Indebtedness is determined (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section 4.03 and Section 3.10 4.04 called “DebtIndebtedness”), secured by pledge ofa mortgage, or mortgage pledge, security interest or other lien or encumbrance (including lease purchaseany mortgage, instalment purchase pledge, security interest or other lien or encumbrance being hereinafter in this Section 4.03 and other title retention financing arrangementsSection 4.04 called a “Lien”) on upon or in with respect of to any Principal Property owned or leased by the Parent or any Restricted SubsidiaryProperty, or on any shares of capital stock or Debt of any Restricted Consolidated Subsidiary that owns a Principal Property (such pledges, mortgages unless all obligations and other liens being hereinafter in this Section and in Section 3.10 called “Liens”), indebtedness thereby secured are held by the Company or a Consolidated Subsidiary) without effectively providing that the Securities and Guarantee (together with, if the Parent shall so determine, any other Debt of the Parent or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured by such Lien equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal any and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean all other obligations and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof), so long as such secured Debt shall be so indebtedness thereby secured, unless, after giving effect thereto, the aggregate principal amount of all such Indebtedness secured Debt by such a Lien of the Company or a Consolidated Subsidiary then outstanding outstanding, plus all outstanding Attributable Debt of the Parent Company and its Restricted Consolidated Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.104.04) entered into after the date of this Indenture the issuance of the series of Securities as to which such determination is being made (other than sale and leaseback transactions permitted by Section 3.10(b)4.04) would not exceed an amount equal to 1015% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section 4.03 shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation of secured Indebtedness under this SectionSection 4.03, Debt secured bythe following: (a) Liens existing as of the date of this Indenture the issuance of Securities of any series on any property or assets owned or leased by the Parent Company or any Restricted Consolidated Subsidiary; (b) Liens on property or assets of, or on any shares of stock or Debt Indebtedness of, any Person existing at the time such Person becomes a Restricted SubsidiaryConsolidated Subsidiary and not created in contemplation of such event; (c) Liens (i) on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) and not created in contemplation of such event or to secure the payment of all or any part of the purchase price or construction cost thereof thereof, or (ii) to secure any Debt Indebtedness incurred prior to, at the time of or within 120 180 days after the later of acquisition of such property or assets or shares of stock or Debt Indebtedness or the completion of any such construction and the commencement of operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof; (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt Indebtedness incurred prior to, at the time of or within 120 180 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property)cost; (e) Liens in favor of, or which secure Debt Indebtedness owing to, the Parent Company or a Restricted Consolidated Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Company or any Restricted Consolidated Subsidiary and the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing DebtIndebtedness; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of DebtIndebtedness; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Consolidated Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmenworker’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’ worker’s, repairmen’s, materialmen’s or warehousemen’s liens or on the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08for taxes not yet due and payable or being contested in good faith; any deposit or pledge in connection with appeal or surety bonds; or other deposits or pledges similar to those referred to in this subparagraph (g); (h) Liens arising by reason of any attachment, judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such attachment, judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent Company or any Restricted Consolidated Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and; (j) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in subparagraphs (a) through (i) above or the Debt Indebtedness secured thereby; provided provided, that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, assets or shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to the extent, if any, that the Debt Indebtedness secured by such Lien at such time is increased, the amount of such increase shall not be excluded from secured Debt Indebtedness under any computation under this SectionSection 4.03; and (k) Liens securing Indebtedness or any other obligations under the Senior Credit Agreement. Debt created by the Parent Company or any Restricted Consolidated Subsidiary shall not be cumulated with a guarantee of the same Debt Indebtedness by the Parent Company or any other Restricted Consolidated Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent Company will not itself, and will not permit any Restricted Subsidiary to, incur, issuecreate, assume or guarantee suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), secured by pledge of, or mortgage or other lien (including lease purchase, instalment purchase and other title retention financing arrangements) Lien on or in respect of any Principal Property owned or leased by the Parent or any Restricted Subsidiary, or on Property to secure any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”), without effectively providing that the Securities and Guarantee (together with, if the Parent shall so determine, any other Debt of the Parent Company or such Restricted its Subsidiaries or any other Person, or permit any Subsidiary then existing or thereafter created which is not subordinate of the Company to do so, without securing the Securities) shall be secured Securities equally and ratably with (or prior to) such secured Debt for so long as such Debt is so secured. This Section 10.6 will not apply to any of the following types of Liens: (for the purpose a) With respect to any series of providing such equal and ratable securitySecurities, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 Liens existing on the date of the making initial issuance of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.10) entered into after the date of this Indenture (other than sale and leaseback transactions permitted by Section 3.10(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted Subsidiaryseries; (b) Liens on property or assets of, or on any shares Restricted Property of stock or Debt of, any Person existing Persons at the time such Person becomes a Restricted Subsidiarythey become Subsidiaries of the Company; (c) Liens existing on Restricted Property when acquired by the Company or any property or assets or shares of stock or Debt existing at the time of acquisition thereof Company’s Subsidiaries (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof); (d) Liens on any property or assets to secure all or any part of Debt incurred to finance the cost of development, operationpurchase price, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later , for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Restricted Property); (e) Liens in favor of, securing Debt of a Subsidiary of the Company owing to the Company or which secure Debt owing to, another of the Parent or a Restricted SubsidiaryCompany’s Subsidiaries; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent securing industrial development, pollution control, or any Restricted Subsidiary and the United States of America, any State, Territory similar revenue bonds or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debtlaw; (g) Liens (i) to secure the payment of all or any deposit part of the purchase price of any Restricted Property or pledge as security the cost of construction, installation, renovation, improvement or development on or of such Restricted Property or (ii) to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition, the completion of such construction, installation, renovation, improvement or development or the commencement of full operation of such Restricted Property for the performance purpose of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent financing all or any Restricted Subsidiary to conduct business, to maintain self-insurance part of the purchase price or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08; or other deposits or pledges similar to those referred to in this subparagraph (g)cost thereof; (h) Liens arising otherwise prohibited by reason this Section 10.6, securing Debt which, together with the aggregate outstanding principal amount of any judgmentall of the other Debt of the Company and the Company‘s Subsidiaries owning Restricted Property which is secured by Liens that would otherwise be prohibited by this Section 10.6 and the Value of Sale and Leaseback Transactions effected in accordance with this clause (h), decree or order does not exceed 10% of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired;Company’s Consolidated Net Tangible Assets; and (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (j) any extension, renewal, substitution renewal or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, refunding of any Lien Liens referred to in subparagraphs (a) through the foregoing clauses; provided, however, that in the case of this clause (i) above or ), the principal amount of Debt secured thereby; provided that (1) thereby will not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, substitution replacement or replacement Lien shall be limited to all or any part of refunding, so secured at the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to the extent, if any, that the Debt secured by such Lien at such time is increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent extension, renewal, replacement or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent or any other Restricted Subsidiary for the same financial obligationrefunding.

Limitation upon Liens. The Parent Company will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, assume assume, guarantee or guarantee secure any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 1008 called “"Debt”"), secured by any pledge of, or mortgage mortgage, lien, encumbrance or other lien security interest on (including lease purchasesuch pledges, instalment purchase mortgages, liens, encumbrances and other title retention financing arrangements) on or security interests being hereinafter in respect of this Section, in Section 801 and in Section 1008 collectively called "Liens"), any Principal Operating Property owned or leased by the Parent Company or any Restricted Subsidiary, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and owned or held by the Company or any other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Restricted Subsidiary, without effectively providing that the Securities and Guarantee (together with, if the Parent Company shall so determine, any other Debt of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities shall mean the aggregate principal amount of such Securities which are Original Issue Discount Securities shall mean Outstanding and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 502 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 502 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent Company and its Restricted Subsidiaries in respect of sale Sale and leaseback transactions (as defined in Section 3.10) Leaseback Transactions entered into after the date of this Indenture (other than sale Sale and leaseback transactions Leaseback Transactions permitted by Section 3.10(b1008(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, -------- ------- restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens on any property or assets of the Company or any Restricted Subsidiary or on any shares of stock or Debt existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted SubsidiaryIndenture; (b) Liens on all property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereofthereof (provided such Liens are limited to such shares of stock or Debt, -------- property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting an Operating Property); (d) Liens on any property or assets to secure all or any any, part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property property, or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or -------- assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal an Operating Property); (e) Liens in favor of, or which secure Debt owing to, to the Parent Company or another Restricted Subsidiary by a Restricted Subsidiary; (fi) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Company or any Restricted Subsidiary and the United States of America, any State, Territory Territory, or possession thereof or any agency, department, instrumentality or political subdivision of any any, thereof; or , (ii) Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing DebtDebt or (iii) Liens arising in connection with obligations issued by a State, Commonwealth, Territory or possession of the United States of America, or any political subdivision or governmental authority of any of the foregoing, or the District of Columbia; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s 's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’', workmen’s's, repairmen’s's, materialmen’s 's or warehousemen’s 's liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.081004; or other deposits or pledges similar to those referred to in this subparagraph subdivision (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (ji) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs subdivisions (a) through (ih) above or the Debt secured thereby; provided that (1) such extension, renewal, -------- substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal an Operating Property) and (2) to in the extentcase of subdivisions (a) through (c) above, if any, that the Debt secured by such Lien at such time is not increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent Company or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent Company, or any other Restricted Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent Company will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, assume assume, guarantee or guarantee secure any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 1009 called “"Debt”"), secured by any 44 52 pledge of, or mortgage mortgage, lien, encumbrance or other lien security interest on (including lease purchasesuch pledges, instalment purchase mortgages, liens, encumbrances and other title retention financing arrangements) on or security interests being hereinafter in respect of this Section, in Section 802 and in Section 1009 collectively called "Liens"), any Principal Property owned or leased by the Parent Company or any Restricted Subsidiary, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and owned or held by the Company or any other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Restricted Subsidiary, without effectively providing that the Securities and Guarantee (together with, if the Parent Company shall so determine, any other Debt of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 502 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 502 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.101009) entered into after the date of this Indenture (other than sale and leaseback transactions permitted by Section 3.10(b1009(b)) would not exceed an amount equal to 1015% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: : (a) Liens on any property or assets of the Company or any Restricted Subsidiary existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted Subsidiary; Indenture; (b) Liens on any property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; ; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; thereof (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (d) Liens on any property or assets to secure all or any part of the cost of exploration, drilling, development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such exploration, drilling, development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); ; (e) Liens in favor of, or which secure Debt owing to, to the Parent Company or another Restricted Subsidiary by a Restricted Subsidiary; ; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Company or any Restricted Subsidiary and the United States of America, any State, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or 45 53 political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; ; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s 's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’', workmen’s's, repairmen’s's, materialmen’s 's or warehousemen’s 's liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.081004; or other deposits or pledges similar to those referred to in this subparagraph subdivision (g); ; (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; ; and (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (j) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs subdivisions (a) through (ih) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to in the extentcase of subdivisions (a) through (c) above, if any, that the Debt secured by such Lien at such time is not increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent Company or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent Company or any other Restricted Subsidiary for the same financial obligation. For purposes of this Section, the following shall not be deemed to be Liens securing Debt and, accordingly, nothing contained in this Section shall prevent, restrict or apply to: (x) any acquisition by the Company or any Restricted Subsidiary of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in oil, gas and/or any other mineral and/or the proceeds thereof, (y) any conveyance or assignment under the terms of which the Company or any Restricted Subsidiary conveys or assigns to any Person or Persons an interest in oil, gas and/or any other mineral and/or the proceeds thereof, or (z) any Lien upon any property or assets owned or leased by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing and/or conducting operations for the recovery, storage, transportation and/or sale of the mineral resources of the said property (or property with which it is unitized) the payment to such Person or Persons of the Company's or the Restricted Subsidiary's proportionate part of such development and/or operating expense. SECTION 1009.

Limitation upon Liens. The Parent (a) Except as otherwise provided in this Section 1005, the Company will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, assume assume, guarantee or guarantee secure any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), Debt secured by pledge of, or mortgage or other lien (including lease purchase, instalment purchase and other title retention financing arrangements) any Liens on or in respect of any Principal Property owned or leased by the Parent or any Restricted SubsidiaryOperating Property, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Intercompany Securities, without effectively providing that the Securities and Guarantee (together with, if the Parent Company shall so determine, any other Debt of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for so long as such secured Debt shall be so secured. For the purpose of providing such equal and ratable security, the principal amount of any Securities shall mean the aggregate principal amount of such Securities which are Original Issue Discount Securities shall mean Outstanding, and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 502 on the date of the making of such effective provision, and the . The extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 502 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.10) entered into after the date of this Indenture (other than sale and leaseback transactions permitted by Section 3.10(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing . Nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a1) Liens on any property or assets of the Company or any Restricted Subsidiary or on any shares of stock or Debt existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted SubsidiaryIndenture; (b2) Liens on all property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (c3) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereofthereof (provided such Liens are limited to such shares of stock or Debt, property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting an Operating Property); (d4) Liens on any property or assets to secure all or any any, part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property property, or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal an Operating Property); (e5) Liens in favor of, or which secure Debt owing to, to the Parent Company or another Restricted Subsidiary by a Restricted Subsidiary; (fi) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Company or any Restricted Subsidiary and the United States of America, any State, Territory Territory, or possession thereof or any agency, department, instrumentality or political subdivision of any any, thereof; or , (ii) Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing DebtDebt or (iii) Liens arising in connection with obligations issued by a State, Commonwealth, Territory or possession of the United States of America, or any political subdivision or governmental authority of any of the foregoing, or the District of Columbia; (g7) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s 's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’', workmen’s's, repairmen’s's, materialmen’s 's or warehousemen’s 's liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08; or other deposits or pledges similar to those referred to in this subparagraph clause (g7); (h8) Liens arising under law by reason of the nonpayment of taxes, assessments or governmental charges, or of claims for labor, materials or supplies, if (a) the amount, applicability or validity thereof is being contested in good faith by appropriate proceedings or (b) such Liens are not of material importance to the business, operations, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; (9) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (j10) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs clauses (a1) through (i9) above or the Debt secured thereby; provided that (1i) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal an Operating Property) and (2ii) to in the extentcase of clauses (1) through (3) above, if any, that the Debt secured by such Lien at such time is not increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent Company or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent Company, or any other Restricted Subsidiary for the same financial obligation. (b) Notwithstanding the foregoing, Liens which would otherwise be prohibited under Section 1005(a) above may be incurred if, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding that is secured by Liens on Restricted Operating Properties or on Restricted Intercompany Securities (excluding any secured Debt permitted pursuant to paragraph (a) of this Section 1005), plus Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions entered into after the date of this Indenture (other than Sale and Leaseback Transactions permitted by Section 1006(b)), computed without duplication of amounts constituting Debt referred to in paragraph (a) of this Section 1005, would not exceed an amount equal to 10% of Consolidated Net Assets. (c) If the Company or any Restricted Subsidiary shall at any time enter into a merger or consolidation with another corporation or purchase all or substantially all of the assets of another corporation, or if the Company or any Restricted Subsidiary shall convey, transfer or lease its properties and assets substantially as an entirety to another corporation and if such other corporation has outstanding Debt secured by a mortgage or other lien which, by reason of an after-acquired property clause or similar provision therein contained, would extend, after such merger, consolidation, sale or purchase, to any Operating Property owned by the Company or such Restricted Subsidiary immediately prior to such merger, consolidation, sale or purchase, or to any or Restricted Intercompany Securities, the Company or such Restricted Subsidiary shall be deemed to have created a Lien within the prohibition of paragraph (a) of this Section 1005, unless (i) such merger or consolidation involving a Restricted Subsidiary shall constitute a disposition by the Company of its entire interest in the Restricted Subsidiary, or (ii) either (A) at or prior to the effective date of such merger, consolidation, sale or purchase, such mortgage or lien shall have been released of record or otherwise satisfied to the extent it would extend to such Restricted Operating Property or Restricted Intercompany Securities or (B) prior to such merger, consolidation, sale or purchase, the Company or such Restricted Subsidiary, as the case may be, shall have created, as security for the Securities (and, if the Company shall so determine, as security for any other indebtedness of the Company then existing or thereafter created ranking equally with the Securities and any other indebtedness of the Restricted Subsidiary then existing or thereafter created), a valid lien which, upon completion of said merger, consolidation, sale or purchase, will rank prior to the lien of such mortgage or other lien of such other corporation on such Restricted Operating Property or Restricted Intercompany Securities.

Limitation upon Liens. The Parent will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, issue or assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), secured by pledge of, or mortgage or other lien (including lease purchase, instalment purchase and other title retention financing arrangements) any Lien on or in respect of any Principal Property owned or leased by the of Parent or any Restricted Subsidiary, or on any shares of capital stock or Debt of any Restricted Subsidiary (such pledges, mortgages and owned or held by Parent or any other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Restricted Subsidiary, without effectively providing that the Securities and Guarantee (together with, if the Parent shall so determine, any other Debt of the Parent or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) ), shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof)Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the sum of the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent and its Restricted Subsidiaries in respect of sale Sale and leaseback transactions Leaseback Transactions (as defined in Section 3.1010.7) entered into after the date of this Indenture existing at such time (other than sale Sale and leaseback transactions Leaseback Transactions permitted by Section 3.10(b10.7(b) and Section 10.7(c)) would not exceed an amount equal to 1015% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section 10.6 shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this SectionSection 10.6, Debt secured by: (a) Liens existing as of the date of this Indenture on any property or assets owned or leased by the of Parent or any Restricted Subsidiary; (b) Liens on property that secure Debt owing to Parent or assets of, or on any shares of stock or Debt of, any Person existing at the time such Person becomes a another Restricted Subsidiary; (c) Liens on any assets of any entity existing at the time such entity becomes a Restricted Subsidiary or at the time such entity is merged or consolidated with or into Parent or any Restricted Subsidiary, but only insofar as such Liens do not attach to any other assets of Parent or any Restricted Subsidiary; (d) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof thereof; (including acquisition through merger e) Liens or consolidation) any property or to secure assets or shares of stock or Debt securing the payment of all or any part of the purchase price or construction cost thereof (including improvements thereon) or to secure securing any Debt incurred prior to, at or assumed for the time purpose of financing all or any part of the purchase price or construction cost thereof if such Lien attaches concurrently with or within 120 180 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and construction, whichever is later; provided the commencement principal amount of operation the Debt secured by any such Lien, together with all other Debt secured by a Lien on such property or assets or shares of such propertystock or Debt, for the purpose of financing all or any part of does not exceed the purchase price or construction cost thereof; (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, assets or to secure shares of stock or Debt incurred prior to, at or the time of or within 120 days after the completion cost of such development, operation, construction, alteration, repair or improvement, whichever is later , for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (e) Liens in favor of, or which secure Debt owing to, the Parent or a Restricted Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent incurred or any Restricted Subsidiary and the United States of America, any State, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly assumed in connection with securing Debt;an issuance of pollution control or industrial revenue bonds or similar financing; or (g) any deposit Liens imposed by law for taxes, fees, assessments or pledge as security other governmental charges that are not delinquent or for which (i) the performance of any bidvalidity or amount thereof is being contested in good faith by appropriate proceedings, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the and Parent or any such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (ii) the failure to conduct make payment pending such contest could not reasonably be expected to result in a material adverse effect on the business, to maintain selfoperations, affairs, financial condition, assets or properties of Parent and its Subsidiaries taken as a whole (such, a “Material Adverse Effect”); (h) any (i) minor survey exceptions, minor encumbrances, minor title defects or irregularities, easements, zoning restrictions, rights-insurance of-way and similar encumbrances on real property imposed by law or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s liens or the release of property arising in the possession ordinary course of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, business and (ii) leases, accounts receivablesubleases, trade acceptances licenses or other paper, or contingent repurchase obligations, arising out of sales of merchandise sublicenses granted to others in the ordinary course of business; liens permitted by Section 3.08; , that in each case do not materially detract from the value of the affected property or other deposits interfere with the ordinary conduct of business of Parent or pledges similar to those referred to in this subparagraph (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expiredRestricted Subsidiary; (i) any Liens, pledges or deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security and similar laws or regulations; (j) any Lien on any Debt of any joint ventures; (k) judgment Liens created after in respect of judgments for the date payment of this Indenture money aggregating to less than the greater of $75,000,000 and 3% of Consolidated Net Tangible Assets; (l) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens, or property securing payment for services rendered in respect of such property, in each case that are imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or for which (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) Parent or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect; (m) any Liens or deposits incurred to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (n) statutory and contractual Liens in favor of landlords on real property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such propertySubsidiary, provided that Parent or such Restricted Subsidiary is current with respect to payment of all rent and other amounts due to such landlord under any lease of such real property, except where the interest paid on such obligations is entitled failure to be excluded from gross income of current in payment would not, individually or in the recipient pursuant aggregate, be reasonably likely to Section 103 of the Internal Revenue Code (or any successor to such provision) as result in effect at the time of the issuance of such obligationsa Material Adverse Effect; andor (jo) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs clauses (a) through (in) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to the extent, if any, that the Debt secured by such Lien at such time is not increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent or any other Restricted Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent (a) So long as any Notes remain outstanding, the Company will not itselfnot, and will not permit any Restricted Consolidated Subsidiary to, incur, issue, assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), Indebtedness that is secured by pledge of, a Lien upon or mortgage or other lien (including lease purchase, instalment purchase and other title retention financing arrangements) on or in with respect of to any Principal Property owned or leased by the Parent or any Restricted SubsidiaryProperty, or on any shares of stock or Debt Capital Stock of any Restricted Consolidated Subsidiary that owns a Principal Property (such pledgesunless all obligations and indebtedness thereby secured are held by, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”)the related Lien is granted to, without effectively providing that the Securities and Guarantee Company or a Consolidated Subsidiary) unless (together with, if i) the Parent shall so determine, any other Debt of the Parent or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be Notes are secured by a Lien equally and ratably with (or prior to) any and all other obligations and Indebtedness secured by such secured Debt Lien, or (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, ii) the aggregate principal amount of all Indebtedness secured by such secured Debt a Lien of the Company or a Consolidated Subsidiary then outstanding plus outstanding, together with all Attributable Debt of the Parent Company and its Restricted Consolidated Subsidiaries in respect of sale Sale and leaseback transactions (as defined in Section 3.10) entered into after the date of this Indenture Leaseback Transactions (other than sale Sale and leaseback transactions Leaseback Transactions permitted by Section 3.10(b)4.04) then outstanding would not exceed an amount equal to the greater of (x) 10% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Total Assets and (y) $850.0 million; (b) The provisions of Section 4.03(a) shall not prevent, restrict or apply toto the following Liens (collectively, “Permitted Liens”), and there Indebtedness secured by one or more Permitted Liens shall be excluded from secured Debt in any computation under this Section, Debt of Indebtedness secured by:by a Lien pursuant the foregoing clause (ii) of Section 4.03(a): (ai) Liens existing as of the date of this Indenture Issue Date on any property or assets owned or leased by the Parent Company or any Restricted Consolidated Subsidiary; (bii) Liens on property or assets of, or on any shares of stock or Debt Indebtedness of, any Person existing at the time such Person becomes a Restricted SubsidiaryConsolidated Subsidiary and not created in contemplation of such event; (ciii) Liens (A) on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) and not created in contemplation of such event or to secure the payment of all or any part of the purchase price or construction cost thereof thereof, or (B) to secure any Debt Indebtedness incurred prior to, at the time of or within 120 270 days after the later of acquisition of such property or assets or shares of stock or Debt Indebtedness or the completion of any such construction and the commencement of operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof; (div) Liens on any property or assets to secure all or any part of the cost of acquisition, development, operation, construction, alteration, repair repair, lease, design, installation or improvement of all or any part of such property or assets, or to secure Debt Indebtedness (including Capital Lease Obligations) incurred prior to, at the time of or within 120 270 days after the completion of such acquisition, development, operation, construction, alteration, repair repair, lease, design, installation or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property)cost; (ev) Liens in favor of, or which secure Debt Indebtedness owing to, the Parent Company or a Restricted Consolidated Subsidiary; (fvi) Liens arising from the assignment of moneys monies due and to become due under contracts between the Parent Company or any Restricted Consolidated Subsidiary and the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing DebtIndebtedness; (gvii) any deposit or pledge as security for the performance of any statutory obligations, bid, tender, contract, lease lease, government contract, performance bond or undertaking not made directly or indirectly in connection with the securing of DebtIndebtedness; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Consolidated Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmenworker’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of landlord’s, mechanics’, workmenworker’s, repairmen’s, materialmen’s or ’s, warehousemen’s and other like liens imposed by law and securing obligations that are not yet overdue by more than 30 days or the release of property are being contested in the possession of a common carriergood faith, and deposits or pledges to obtain releases thereof; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08for taxes, assessments or other government charges or claims that are not yet delinquent or being contested in good faith; any deposit or pledge in connection with appeal or surety bonds; or other deposits or pledges similar to those referred to in this subparagraph clause (gvii); (hviii) judgment Liens; and Liens arising by reason of any judgmentattachment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such judgmentattachment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (iix) Liens created after the date of this Indenture on property leased to or purchased by the Parent Company or any Restricted Consolidated Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property; (x) survey exceptions, provided easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by law or incurred or granted by the Company or any Consolidated Subsidiary in the ordinary course of business that do not secure any material monetary obligations and do not materially interfere with the interest paid on such obligations is entitled to be excluded from gross income ordinary conduct of business of the recipient pursuant to Section 103 Company and its Consolidated Subsidiaries, taken as a whole; (xi) Liens upon real or personal property leased after the date of this Indenture in the ordinary course of business by the Company or any Consolidated Subsidiary in favor of the Internal Revenue Code lessor created at the inception of the lease transaction, securing obligations of the Company or those of any Consolidated Subsidiary under or in respect of such lease and extending to or covering only the property subject to such lease and improvements thereon; (xii) minor imperfections in title that do not materially interfere with the ordinary conduct of business of the Company and its Consolidated Subsidiaries, taken as a whole; (xiii) Liens securing indebtedness or any successor other obligations under the Credit Agreement and/or Hedging Obligations related thereto; (xiv) Liens created in connection with the depositing of the proceeds from the Notes in a separate deposit account as set forth in Section 4.05; (xv) Liens arising from Uniform Commercial Code financing statement filings regarding leases entered into by the Company or any of its Consolidated Subsidiaries in the ordinary course of business; (xvi) licenses, leases or subleases and other intellectual property rights granted to such provisionothers not interfering in any material respect with the business of the Company or any Consolidated Subsidiary of the Company; (xvii) as Liens in the nature of normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (xviii) Liens of a collection bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect at in the time relevant jurisdiction covering only the items being collected upon; (xix) Liens solely on any xxxx xxxxxxx money deposits made by the Company or any of its Consolidated Subsidiaries in connection with any letter of intent or purchase agreement permitted by this Indenture; (xx) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the issuance importation of such obligationsgoods; and (jxxi) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in subparagraphs (ai) through (ixx) above or the Debt Indebtedness secured thereby; provided that (1A) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, assets or shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property improvements, accessions, after-acquired property, proceeds or dividends or distributions in respect thereof and any other property or assets not then constituting a Principal Property) and (2B) to the extent, if any, that the Debt Indebtedness secured by such Lien at such time is increased, the amount of such increase shall not be excluded from secured Debt Indebtedness under any computation under this SectionSection 4.03. Debt created by the Parent Company or any Restricted Consolidated Subsidiary shall not be cumulated with a guarantee of the same Debt Indebtedness by the Parent Company or any other Restricted Consolidated Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent Issuer will not itself, and will not permit any Restricted Subsidiary to, create, incur, issueissue or assume, assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “referred to as "Debt”"), secured by any pledge of, or mortgage or other lien mortgage, lien, encumbrance and security interest on (including lease purchasesuch pledges, instalment purchase mortgages, liens, encumbrances and other title retention financing arrangements) on or in respect of security interests being hereinafter collectively referred to as "Liens"), any Principal Property owned or leased by the Parent Issuer or any Restricted SubsidiarySubsidiary and the Issuer will not itself and will not permit any Subsidiary to create, incur, issue or assume any Debt secured by any Lien on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Subsidiary, without in any such case effectively providing that the Securities and Guarantee (together with, if the Parent Issuer shall so determine, any other Debt of the Parent or such Restricted Subsidiary Issuer then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof)Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.10) entered into after the date of this Indenture (other than sale and leaseback transactions permitted by Section 3.10(b)) would not exceed an amount equal to 1020% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens on any property or assets of the Issuer or any Subsidiary (including shares of stock or Debt owned by the Issuer or any Subsidiary) existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted SubsidiaryIndenture; (b) Liens on any property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary, or arising thereafter (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments entered into prior to and not in contemplation of such corporation's becoming a Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after twelve months after, the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later , for the purpose of financing all or any part of such cost thereof (provided such Liens are limited to such shares of stock or Debt or such other property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (ed) Liens in favor of, or which secure Debt owing to, by a Subsidiary to the Parent Issuer or a Restricted to another Subsidiary; (fe) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Issuer or any Restricted Subsidiary and the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (gf) any materialmen's, carriers', mechanics', workmen's, repairmen's or other like liens arising in the ordinary course of business in respect of obligations which are not overdue or which are being contested in good faith by appropriate proceedings, any deposit or pledge as security for the performance of any bid, tender, contract, lease lease, or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Issuer or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s 's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’', workmen’s's, repairmen’s's, materialmen’s 's or warehousemen’s 's liens or the release released of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts accounts, receivable, trade trade, acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08; or other deposits or pledges similar to those referred to in this subparagraph subdivision (gf); (hg) Liens arising by reason of any judgment, decree or order of any court or other governmental authoritycourt, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after ; any deposit or pledge with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory Issuer or a possession of the United States of AmericaSubsidiary, or any political subdivision of any of in connection with other proceedings or actions at law or in equity by or against the foregoing, Issuer or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligationsa Subsidiary; and (jh) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs subdivisions (a) through (ig) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, assets or shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to in the extentcase of subdivisions (a) through (c) above, if any, that the Debt secured by such Lien at such time is not increased. For the purpose of this Section 3.7 the giving of a guarantee which is secured by a Lien on a Principal Property, and the creation of a Lien on a Principal Property or shares of stock or Debt to secure Debt which existed prior to the creation of such Lien, shall be deemed to involve the creation of Debt in an amount equal to the principal amount guaranteed or secured by such Lien; but the amount of such increase Debt secured by Liens on Principal Properties and shares of stock and Debt shall not be excluded from secured Debt under computed without cumulating the underlying indebtedness with any computation under this Section. Debt created by guarantee thereof of Lien securing the Parent or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent or any other Restricted Subsidiary for the same financial obligationsame.

Limitation upon Liens. The Parent Company will not itself, and --------------------- will not permit any Restricted Wholly-Owned Domestic Manufacturing Subsidiary to, create, incur, issue, issue or assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section, in Section 803 and in Section 3.10 1009 called “"Debt”), ") secured by any pledge of, or mortgage mortgage, lien, encumbrance, or other lien security interest on (including lease purchasesuch pledges, instalment purchase mortgages, liens, encumbrances and other title retention financing arrangements) on or security interests being hereinafter in respect of this Section, in Section 803 and in Section 1009 collectively called "Liens"), any Principal Property owned or leased by the Parent Company or any Restricted Wholly-Owned Domestic Manufacturing Subsidiary, and the Company will not itself, and will not permit any Subsidiary to, create, incur, issue or assume any Debt secured by any Lien on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Wholly-Owned Domestic Manufacturing Subsidiary, without in any such case effectively providing that that, the Securities and Guarantee (together with, if the Parent Company shall so determine, any other Debt of the Parent or such Restricted Subsidiary Company then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof)Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent Company and its Restricted Wholly-Owned Domestic Manufacturing Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.101009) involving Principal Properties entered into after the date of the first issuance by the Company of securities issued pursuant to this Indenture instrument (other than such sale and leaseback transactions as are permitted by Section 3.10(b1009(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens on any property or assets of the Company or any subsidiary (including shares of stock or Debt owned by the Company or any Subsidiary) existing as of the date of this Indenture on any property or assets owned or leased the first issuance by the Parent or any Restricted SubsidiaryCompany of securities issued pursuant to this instrument; (b) Liens on any property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Wholly-Owned Domestic Manufacturing Subsidiary, or arising thereafter (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments entered into prior to and not in contemplation of such corporation's becoming a Wholly-Owned Domestic Manufacturing Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after after, the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereofthereof (provided such Liens are limited to such shares of stock or Debt or such other property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (d) Liens on any property or assets to secure all or any part of the cost of exploration, drilling, development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after after, the completion of such exploration, drilling, development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (e) Liens in favor of, or which secure Debt owing to, by a Subsidiary to the Parent Company or to a Restricted Wholly-Owned Domestic Manufacturing Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts contacts between the Parent Company or any Restricted Subsidiary and the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (g) any materialmen's, carriers', mechanics', workmen's, repairmen's or other like liens arising in the ordinary course of business in respect of obligations which are not overdue or which are being contested in good faith by appropriate proceedings; any deposit or pledge as security for the performance of any bid, tender, contract, lease lease, or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s 's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’', workmen’s's, repairmen’s's, materialmen’s 's or warehousemen’s 's liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.081005; or other deposits or pledges similar to those referred to in this subparagraph subdivision (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authoritycourt, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after ; any deposit or pledge with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the date of this Indenture on property leased to or purchased by the Parent Company or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of AmericaSubsidiary, or any political subdivision of any of in connection with other proceedings or actions at law or in equity by or against the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (Company or any successor to such provision) as in effect at the time of the issuance of such obligationsSubsidiary; and (ji) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs subdivisions (a) through (ih) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, assets or shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property property, and plus any other property or assets not then constituting a Principal Property) and (2) to in the extentcase of subdivisions (a) through (c) above, if any, that the Debt secured by such Lien at such time is not increased. For the purposes of this Section 1008 and Section 1009, the giving of a guarantee which is secured by a Lien on a Principal Property, and the creation of a Lien on a Principal Property or shares of stock or Debt to secure Debt which existed prior to the creation of such Lien, shall be deemed to involve the creation of Debt in an amount equal to the principal amount guaranteed or secured by such Lien; but the amount of such increase Debt secured by Liens on Principal Properties and shares of stock and Debt shall be computed without cumulating the underlying indebtedness with any guarantee thereof or Lien securing the same. For purposes of this Section 1008 and Section 1009, the following shall not be excluded from secured deemed to be Liens securing Debt under and, accordingly, nothing contained in this Section or Section 1009 shall prevent, restrict or apply to: (x) any computation under this Section. Debt created acquisition by the Parent Company or any Restricted Wholly-Owned Domestic Manufacturing Subsidiary shall not be cumulated with a guarantee of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in oil, gas and/or any other mineral and/or the process thereof, (y) any conveyance or assignment under the terms of which the Company or any Wholly-Owned Domestic Manufacturing Subsidiary conveys or assigns to any Person or Persons an interest in oil, gas and/or any other mineral and/or the proceeds thereof, or (z) any Lien upon any property or assets owned or leased by the Company or any Wholly-Owned Domestic Manufacturing Subsidiary or in which the Company or any Wholly-Owned Domestic Manufacturing Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing and/or conducting operations for the recovery, storage, transportation and/or sale of the same Debt by mineral resources of the Parent said property (or any other Restricted Subsidiary for property with which it is utilized) the same financial obligationpayment to such Person or Persons of the Company's or the Wholly-Owned Domestic Manufacturing Subsidiary's proportionate part of such development and/or operating expense.

Limitation upon Liens. The Parent So long as any Securities of any Series have been issued and remain Outstanding, the Company will not itself, and will not permit any Restricted Subsidiary to, incur, issue, assume or guarantee any indebtedness, whether or not evidenced by notes, bonds, debentures or other similar evidences of indebtedness instruments for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section 3.5 and Section 3.10 3.6 called “"Debt”"), secured by pledge of, or mortgage or other lien (including lease purchase, instalment installment purchase and other title retention financing arrangements) on or in respect of any Principal Property owned or leased by the Parent Company or any Restricted Subsidiary, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section 3.5 and in Section 3.10 3.6 called “"Liens”"), without effectively providing that the Securities and Guarantee (together with, if the Parent Company shall so determine, any other Debt of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 5.1 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, adjusted to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 5.1 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.103.6) entered into after the date of the first issuance of any Securities of such Series under this Indenture (other than sale and leaseback transactions permitted by Section 3.10(b3.6(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) With respect to each Series of Securities, Liens existing as of the date of this Indenture the issuance of Securities of such Series on any property or assets owned or leased by the Parent Company or any Restricted Subsidiary; (b) Liens on property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof; (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property)cost; (e) Liens in favor of, or which secure Debt owing to, the Parent Company or a Restricted Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Company or any Restricted Subsidiary and the United States of America, any State, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’', workmen’sworker's, repairmen’s's, materialmen’s 's or warehousemen’s 's liens or on the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08for taxes not yet due and payable or being contested in good faith; or other deposits or pledges similar to those referred to in this subparagraph (g); (h) Liens arising by reason of any attachment, judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such attachment, judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent Company or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (j) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in subparagraphs (a) through (i) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to the extent, if any, that the Debt secured by such Lien at such time is increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent Company or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent Company or any other Restricted Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent Guarantor will not itself, and will not permit any Restricted Wholly-Owned Domestic Manufacturing Subsidiary to, create, incur, issue, issue or assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), Debt secured by pledge of, or mortgage or other lien (including lease purchase, instalment purchase and other title retention financing arrangements) a Lien on or in respect of any Principal Property owned or leased by the Parent Guarantor or any Restricted Wholly-Owned Domestic Manufacturing Subsidiary, and the Guarantor will not itself, and will not permit any Subsidiary to, create, incur, issue or assume any Debt secured by any Lien on any shares of stock equity interests or Debt of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Wholly-Owned Domestic Manufacturing Subsidiary, without in any such case effectively providing that that, the Securities and Guarantee (together with, if the Parent Guarantor shall so determine, any other Debt of the Parent or such Restricted Subsidiary Guarantor then existing or thereafter created which is not subordinate in right of payment to the Securities) shall will be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof)Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent Guarantor and its Restricted Wholly-Owned Domestic Manufacturing Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.101007) involving Principal Properties entered into after the date the Securities of this Indenture the applicable series are first issued (other than such sale and leaseback transactions as are permitted by Section 3.10(b1007(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible AssetsTotal Assets of the Guarantor; provided, however, that nothing contained in this Section shall 1006 will prevent, restrict or apply to, and there shall will be excluded from secured Debt in any computation under this SectionSection 1006, Debt secured by: (a) Liens on any property or assets of the Guarantor or any Subsidiary (including equity interests or Debt owned by the Guarantor or any Subsidiary) existing as of the date the Securities of this Indenture on any property or assets owned or leased by the Parent or any Restricted Subsidiaryapplicable series are first issued; (b) Liens on any property or assets of, or on any shares of stock equity interests or Debt of, any Person existing at the time such Person becomes a Restricted Wholly-Owned Domestic Manufacturing Subsidiary, or arising thereafter (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments entered into prior to and not in contemplation of such Person’s becoming a Wholly-Owned Domestic Manufacturing Subsidiary; (c) Liens on any property or assets or shares of stock equity interests or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after after, the later of acquisition of such property or assets or shares of stock equity interests or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereofthereof (provided that such Liens are limited to such equity interests or Debt or such other property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after after, the completion of such development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided that such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (e) Liens in favor of, or which secure Debt owing to, by a Subsidiary to the Parent Guarantor or to a Restricted Wholly-Owned Domestic Manufacturing Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Guarantor or any Restricted Subsidiary and the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (g) any materialmen’s, carriers’, mechanics’, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations which are not overdue or which are being contested in good faith by appropriate proceedings; any deposit or pledge as security for the performance of any bid, tender, contract, lease lease, or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Guarantor or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s liens Liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted Liens for Taxes levied or imposed upon the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary or upon the income, profits or property of the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary or Liens on any Principal Property of the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary arising from claims from labor, materials or supplies; provided that either such Tax is not overdue or that the amount, applicability or validity of such Tax or claim is being contested in good faith by Section 3.08appropriate proceedings; or other deposits or pledges similar to those referred to in this subparagraph subdivision (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authoritycourt, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after ; any deposit or pledge with any surety Guarantor or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the date of this Indenture on property leased to or purchased by the Parent Guarantor or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of AmericaSubsidiary, or any political subdivision of any of in connection with other proceedings or actions at law or in equity by or against the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (Guarantor or any successor to such provision) as in effect at the time of the issuance of such obligationsSubsidiary; and (ji) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs subdivisions (a) through (ih) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock assets or equity interests or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property property, and plus any other property or assets not then constituting a Principal Property) and (2) to in the extentcase of subdivisions (a) through (c) above, if any, that the Debt secured by such Lien at such time is not increased. For the purposes of this Section 1006 and Section 1007, the giving of a guarantee which is secured by a Lien on a Principal Property, and the creation of a Lien on a Principal Property or equity interests or Debt to secure Debt which existed prior to the creation of such Lien, will be deemed to involve the creation of Debt in an amount equal to the principal amount guaranteed or secured by the Lien; however, the amount of such increase shall Debt secured by Liens on Principal Properties and equity interests and Debt will be computed without cumulating the underlying indebtedness with any guarantee thereof or Lien securing the same. For purposes of this Section 1006 and Section 1007, the following will not be excluded from secured Debt under deemed to be Liens securing Debt, and, accordingly, nothing contained in this Section or Section 1007 will prevent, restrict or apply to: (a) any computation under this Section. Debt created acquisition by the Parent Guarantor or any Restricted Wholly-Owned Domestic Manufacturing Subsidiary shall not be cumulated with a guarantee of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in oil, gas and/or any other mineral and/or the process thereof, (b) any conveyance or assignment under the terms of which the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary conveys or assigns to any Person or Persons an interest in oil, gas and/or any other mineral and/or the proceeds thereof, or (c) any Lien upon any property or assets owned or leased by the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary or in which the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing and/or conducting operations for the recovery, storage, transportation and/or sale of the same Debt by mineral resources of the Parent said property (or any other Restricted Subsidiary for property with which it is utilized) the same financial obligationpayment to such Person or Persons of the Guarantor’s or the Wholly-Owned Domestic Manufacturing Subsidiary’s proportionate part of such development and/or operating expense.

Limitation upon Liens. The Parent Guarantor will not itself, and will not permit any Restricted Wholly-Owned Domestic Manufacturing Subsidiary to, create, incur, issue, issue or assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), Debt secured by pledge of, or mortgage or other lien (including lease purchase, instalment purchase and other title retention financing arrangements) a Lien on or in respect of any Principal Property owned or leased by the Parent Guarantor or any Restricted Wholly-Owned Domestic Manufacturing Subsidiary, and the Guarantor will not itself, and will not permit any Subsidiary to, create, incur, issue or assume any Debt secured by any Lien on any shares of stock equity interests or Debt of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Wholly-Owned Domestic Manufacturing Subsidiary, without in any such case effectively providing that that, the Securities and Guarantee (together with, if the Parent Guarantor shall so determine, any other Debt of the Parent or such Restricted Subsidiary Guarantor then existing or thereafter created which that is not subordinate in right of payment to the Securities) shall will be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof)Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent Guarantor and its Restricted Wholly-Owned Domestic Manufacturing Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.101007) involving Principal Properties entered into after the date the Securities of this Indenture the applicable series are first issued (other than such sale and leaseback transactions as are permitted by Section 3.10(b1007(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible AssetsTotal Assets of the Guarantor; provided, however, that nothing contained in this Section shall 1006 will prevent, restrict or apply to, and there shall will be excluded from secured Debt in any computation under this SectionSection 1006, Debt secured by: (a) Liens on any property or assets of the Guarantor or any Subsidiary (including equity interests or Debt owned by the Guarantor or any Subsidiary) existing as of the date the Securities of this Indenture on any property or assets owned or leased by the Parent or any Restricted Subsidiaryapplicable series are first issued; (b) Liens on any property or assets of, or on any shares of stock equity interests or Debt of, any Person existing at the time such Person becomes a Restricted Wholly-Owned Domestic Manufacturing Subsidiary, or arising thereafter (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments entered into prior to and not in contemplation of such Person’s becoming a Wholly-Owned Domestic Manufacturing Subsidiary; (c) Liens on any property or assets or shares of stock equity interests or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after after, the later of acquisition of such property or assets or shares of stock equity interests or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereofthereof (provided that such Liens are limited to such equity interests or Debt or such other property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after after, the completion of such development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided that such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (e) Liens in favor of, or which secure Debt owing to, by a Subsidiary to the Parent Guarantor or to a Restricted Wholly-Owned Domestic Manufacturing Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Guarantor or any Restricted Subsidiary and the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (g) any materialmen’s, carriers’, mechanics’, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations which are not overdue or which are being contested in good faith by appropriate proceedings; any deposit or pledge as security for the performance of any bid, tender, contract, lease lease, or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Guarantor or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of materialmen’s, carriers’, mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s liens Liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted Liens for Taxes levied or imposed upon the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary or upon the income, profits or property of the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary or Liens on any Principal Property of the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary arising from claims from labor, materials or supplies; provided that either such Tax is not overdue or that the amount, applicability or validity of such Tax or claim is being contested in good faith by Section 3.08appropriate proceedings; or other deposits or pledges similar to those referred to in this subparagraph subdivision (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authoritycourt, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after ; any deposit or pledge with any surety Guarantor or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the date of this Indenture on property leased to or purchased by the Parent Guarantor or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of AmericaSubsidiary, or any political subdivision of any of in connection with other proceedings or actions at law or in equity by or against the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (Guarantor or any successor to such provision) as in effect at the time of the issuance of such obligationsSubsidiary; and (ji) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs subdivisions (a) through (ih) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock assets or equity interests or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property property, and plus any other property or assets not then constituting a Principal Property) and (2) to in the extentcase of subdivisions (a) through (c) above, if any, that the Debt secured by such Lien at such time is not increased. For the purposes of this Section 1006 and Section 1007, the giving of a guarantee which is secured by a Lien on a Principal Property, and the creation of a Lien on a Principal Property or equity interests or Debt to secure Debt which existed prior to the creation of such Lien, will be deemed to involve the creation of Debt in an amount equal to the principal amount guaranteed or secured by the Lien; however, the amount of such increase shall Debt secured by Liens on Principal Properties and equity interests and Debt will be computed without cumulating the underlying indebtedness with any guarantee thereof or Lien securing the same. For purposes of this Section 1006 and Section 1007, the following will not be excluded from secured Debt under deemed to be Liens securing Debt, and, accordingly, nothing contained in this Section or Section 1007 will prevent, restrict or apply to: (a) any computation under this Section. Debt created acquisition by the Parent Guarantor or any Restricted Wholly-Owned Domestic Manufacturing Subsidiary shall not be cumulated with a guarantee of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in oil, gas and/or any other mineral and/or the process thereof, (b) any conveyance or assignment under the terms of which the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary conveys or assigns to any Person or Persons an interest in oil, gas and/or any other mineral and/or the proceeds thereof, or (c) any Lien upon any property or assets owned or leased by the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary or in which the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing and/or conducting operations for the recovery, storage, transportation and/or sale of the same Debt by mineral resources of the Parent said property (or any other Restricted Subsidiary for property with which it is utilized) the same financial obligationpayment to such Person or Persons of the Guarantor’s or the Wholly-Owned Domestic Manufacturing Subsidiary’s proportionate part of such development and/or operating expense.

Limitation upon Liens. The Parent will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, issue or assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), secured by pledge of, or mortgage or other lien (including lease purchase, instalment purchase and other title retention financing arrangements) any Lien on or in respect of any Principal Property owned or leased by the of Parent or any Restricted Subsidiary, or on any shares of capital stock or Debt of any Restricted Subsidiary (such pledges, mortgages and owned or held by Parent or any other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Restricted Subsidiary, without effectively providing that the Securities and Guarantee (together with, if the Parent shall so determine, any other Debt of the Parent or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) ), shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof)Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the sum of the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent and its Restricted Subsidiaries in respect of sale Sale and leaseback transactions Leaseback Transactions (as defined in Section 3.1010.7) entered into after the date of this Indenture existing at such time (other than sale Sale and leaseback transactions Leaseback Transactions permitted by Section 3.10(b10.7(b) and Section 10.7(c)) would not exceed an amount equal to 1015% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section 10.6 shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this SectionSection 10.6, Debt secured by: (a) Liens existing as of the date of this Indenture on any property or assets owned or leased by the of Parent or any Restricted Subsidiary; (b) Liens on property that secure Debt owing to Parent or assets of, or on any shares of stock or Debt of, any Person existing at the time such Person becomes a another Restricted Subsidiary; (c) Liens on any property or assets or shares of stock or Debt any entity existing at the time of acquisition thereof (including acquisition through merger such entity becomes a Restricted Subsidiary or consolidation) or to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of such entity is merged or within 120 days after the later of acquisition of such property consolidated with or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof; (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later , for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (e) Liens in favor of, or which secure Debt owing to, the Parent or a Restricted Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the into Parent or any Restricted Subsidiary and the United States of AmericaSubsidiary, any State, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or but only insofar as such Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant do not attach to any contract or provision other assets of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08; or other deposits or pledges similar to those referred to in this subparagraph (g)Subsidiary; (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (j) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in subparagraphs (a) through (i) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to the extent, if any, that the Debt secured by such Lien at such time is increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent or any other Restricted Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent (a) Except as otherwise provided in this Section 1005, the Guarantor will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, assume assume, guarantee or guarantee secure any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), Debt secured by pledge of, or mortgage or other lien (including lease purchase, instalment purchase and other title retention financing arrangements) any Liens on or in respect of any Principal Property owned or leased by the Parent or any Restricted SubsidiaryOperating Property, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Intercompany Securities, without effectively providing that the obligations of the Guarantor in respect of the Securities and Guarantee (together with, if the Parent Guarantor shall so determine, any other Debt of the Parent Guarantor or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for so long as such secured Debt shall be so secured. For the purpose of providing such equal and ratable security, the principal amount of any Securities shall mean the aggregate principal amount of such Securities which are Original Issue Discount Securities shall mean Outstanding, and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 502 on the date of the making of such effective provision, and the . The extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 502 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.10) entered into after the date of this Indenture (other than sale and leaseback transactions permitted by Section 3.10(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing . Nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a1) Liens on any property or assets of the Guarantor or any Restricted Subsidiary or on any shares of stock or Debt existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted SubsidiaryIndenture; (b2) Liens on all property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (c3) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereofthereof (provided such Liens are limited to such shares of stock or Debt, property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting an Operating Property); (d4) Liens on any property or assets to secure all or any any, part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property property, or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal an Operating Property); (e5) Liens in favor of, or which secure Debt owing to, to the Parent Guarantor or another Restricted Subsidiary by a Restricted Subsidiary; (fi) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Guarantor or any Restricted Subsidiary and the United States of America, any State, Territory Territory, or possession thereof or any agency, department, instrumentality or political subdivision of any any, thereof; or , (ii) Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing DebtDebt or (iii) Liens arising in connection with obligations issued by a State, Commonwealth, Territory or possession of the United States of America, or any political subdivision or governmental authority of any of the foregoing, or the District of Columbia; (g7) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Guarantor or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08; or other deposits or pledges similar to those referred to in this subparagraph clause (g7); (h8) Liens arising under law by reason of the nonpayment of taxes, assessments or governmental charges, or of claims for labor, materials or supplies, if (a) the amount, applicability or validity thereof is being contested in good faith by appropriate proceedings or (b) such Liens are not of material importance to the business, operations, financial condition or results of operations of the Guarantor and its Subsidiaries taken as a whole; (9) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (j10) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs clauses (a1) through (i9) above or the Debt secured thereby; provided that (1i) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal an Operating Property) and (2ii) to in the extentcase of clauses (1) through (3) above, if any, that the Debt secured by such Lien at such time is not increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent Guarantor or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent Guarantor or any other Restricted Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent Company will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, assume assume, guarantee or guarantee secure any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 1009 called “"Debt”"), secured by any pledge of, or mortgage mortgage, lien, encumbrance or other lien security interest on (including lease purchasesuch pledges, instalment purchase mortgages, liens, encumbrances and other title retention financing arrangements) on or security interests being hereinafter in respect of this Section, in Section 802 and in Section 1009 collectively called "Liens"), any Principal Property owned or leased by the Parent Company or any Restricted Subsidiary, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and owned or held by the Company or any other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Restricted Subsidiary, without effectively providing that the Securities and Guarantee (together with, if the Parent Company shall so determine, any other Debt of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean the aggregate principal amount of such Securities that are Outstanding and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 502 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 502 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent Company and its Restricted Subsidiaries in respect of sale Sale and leaseback transactions Leaseback Transactions (as defined in Section 3.101009) entered into after the date of this Indenture (other than sale Sale and leaseback transactions Leaseback Transactions permitted by Section 3.10(b1009(b)) would not exceed an amount equal to 1015% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens on any property or assets of the Company or any Restricted Subsidiary or on any shares of stock or Debt existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted SubsidiaryIndenture; (b) Liens on any property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereofthereof (provided such Liens are limited to such shares of stock or Debt, property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (d) Liens on any property or assets to secure all or any part of the cost of exploration, drilling, development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such exploration, drilling, development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (e) Liens in favor of, or which secure Debt owing to, to the Parent Company or another Restricted Subsidiary by a Restricted Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Company or any Restricted Subsidiary and the United States of America, any State, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s 's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’', workmen’s's, repairmen’s's, materialmen’s 's or warehousemen’s 's liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.081004; or other deposits or pledges similar to those referred to in this subparagraph subdivision (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (ji) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs subdivisions (a) through (ih) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to in the extentcase of subdivisions (a) through (c) above, if any, that the Debt secured by such Lien at such time is not increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent Company or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent Company or any other Restricted Subsidiary for the same financial obligation. For purposes of this Section, the following shall not be deemed to be Liens securing Debt and, accordingly, nothing contained in this Section shall prevent, restrict or apply to: (x) any acquisition by the Company or any Restricted Subsidiary of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in oil, gas and/or any other mineral and/or the proceeds thereof, (y) any conveyance or assignment under the terms of which the Company or any Restricted Subsidiary conveys or assigns to any Person or Persons an interest in oil, gas and/or any other mineral and/or the proceeds thereof, or (z) any Lien upon any property or assets owned or leased 40 by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing and/or conducting operations for the recovery, storage, transportation and/or sale of the mineral resources of the said property (or property with which it is unitized) the payment to such Person or Persons of the Company's or the Restricted Subsidiary's proportionate part of such development and/or operating expense.

Limitation upon Liens. [The Parent Company will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, assume assume, guarantee or guarantee secure any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 SECTION 1008 called “Debt”"DEBT"), secured by any pledge of, or mortgage mortgage, lien, encumbrance or other lien security interest on (including lease purchasesuch pledges, instalment purchase mortgages, liens, encumbrances and other title retention financing arrangements) on or security interests being hereinafter in respect of this Section, in SECTION 801 and in SECTION 1008 collectively called "LIENS"), any Principal Property property owned or leased by the Parent Company or any Restricted Subsidiary, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and owned or held by the Company or any other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Subsidiary, without effectively providing that the Securities and Guarantee (together with, if the Parent Company shall so determine, any other Debt of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities shall mean the aggregate principal amount of such Securities which are Original Issue Discount Securities shall mean Outstanding and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 SECTION 502 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 SECTION 502 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all PLUS Attributable Debt of the Parent Company and its Restricted Subsidiaries in respect of sale Sale and leaseback transactions (as defined in Section 3.10) Leaseback Transactions entered into after the date of this Indenture (other than sale Sale and leaseback transactions Leaseback Transactions permitted by Section 3.10(bSECTION 1008(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; providedPROVIDED, howeverHOWEVER, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens on any property or assets of the Company or any Subsidiary or on any shares or Debt existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted SubsidiaryIndenture; (b) Liens on all property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereofthereof (PROVIDED, such Liens are limited to such shares or Debt, property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a property); (d) Liens on any property or assets to secure all or any any, part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property property, or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided PROVIDED, such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Propertyproperty); (e) Liens in favor of, or which secure Debt owing to, to the Parent Company or another Subsidiary by a Restricted Subsidiary; (fi) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Company or any Restricted Subsidiary and the United States of America, any State, Territory Territory, or possession thereof or any agency, department, instrumentality or political subdivision of any any, thereof; or , (ii) Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing DebtDebt or (iii) Liens arising in connection with obligations issued by a State, Commonwealth, Territory or possession of the United States of America, or any political subdivision or governmental authority of any of the foregoing, or the District of Columbia; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s 's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’', workmen’s's, repairmen’s's, materialmen’s 's or warehousemen’s 's liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08SECTION 1004; or other deposits or pledges similar to those referred to in this subparagraph subdivision (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (ji) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs subdivisions (a) through (ih) above or the Debt secured thereby; provided PROVIDED, that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Propertyproperty) and (2) to in the extentcase of subdivisions (a) through (c) above, if any, that the Debt secured by such Lien at such time is not increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent Company or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent Company, or any other Restricted Subsidiary for the same financial obligation.]

Limitation upon Liens. The Parent Company will not itself, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume assume, guarantee or guarantee otherwise become liable for or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), Indebtedness secured by pledge of, or mortgage or other lien a Lien on (including lease purchase, instalment purchase and other title retention financing arrangementsi) on or in respect of any Principal Property owned or leased by of the Parent Company or any Restricted Subsidiary, Subsidiary or on (ii) any shares of capital stock or Debt Indebtedness of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”which Indebtedness is then held by the Company or any Restricted Subsidiary), without effectively providing that the Securities and Guarantee Notes (together with, if the Parent Company shall so determine, any other Debt Indebtedness of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the SecuritiesSubordinated Funded Debt) shall be secured equally and ratably with (or or, at the option of the Company, prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof)Indebtedness, so long as such secured Debt Indebtedness shall be so secured, unlessunless immediately thereafter, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding Indebtedness plus all Attributable Debt of the Parent Company and its Restricted Subsidiaries in respect of sale Sale and leaseback transactions Leaseback Transactions (as defined in but excluding leases exempt from the prohibition of clauses (2) through (6) of Section 3.104.23(b) entered into after the date of this Indenture (other than sale and leaseback transactions permitted by Section 3.10(b)hereof) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section 4.23(a) shall prevent, restrict or not apply to, and there shall be excluded from secured Debt Indebtedness in any computation under this SectionSection 4.23(a), Debt Indebtedness secured by: (a1) Liens on, and limited to, property of or shares of capital stock or Indebtedness of any corporation existing as at April 30, 2002 or at the time such corporation becomes a Restricted Subsidiary; (2) Liens in favor of the date of this Indenture on any property or assets owned or leased by the Parent Company or any Restricted Subsidiary; (b) Liens on property or assets of, or on any shares of stock or Debt of, any Person existing at the time such Person becomes a Restricted Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof; (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later , for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (e3) Liens in favor of, or which secure Debt owing to, the Parent or a Restricted Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent or any Restricted Subsidiary and the United States of America, any State, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08; or other deposits or pledges similar to those referred to in this subparagraph (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (j) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in subparagraphs (a) through (i) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to the extent, if any, that the Debt secured by such Lien at such time is increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent or any other Restricted Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent Company will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, assume assume, guarantee or guarantee secure any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 1008 called “"Debt”"), secured by any pledge of, or mortgage mortgage, lien, encumbrance or other lien security interest on (including lease purchasesuch pledges, instalment purchase mortgages, liens, encumbrances and other title retention financing arrangements) on or security interests being hereinafter in respect of this Section, in Section 801 and in Section 1008 collectively called "Liens"), any Principal Operating Property owned or leased by the Parent Company or any Restricted Subsidiary, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and owned or held by the Company or any other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Restricted Subsidiary, without effectively providing that the Securities and Guarantee (together with, if the Parent Company shall so determine, any other Debt of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities shall mean the aggregate principal amount of such Securities which are Original Issue Discount Securities shall mean Outstanding and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 502 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 502 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent Company and its Restricted Subsidiaries in respect of sale Sale and leaseback transactions (as defined in Section 3.10) Leaseback Transactions entered into after the date of this Indenture (other than sale Sale and leaseback transactions Leaseback Transactions permitted by Section 3.10(b1008(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens on any property or assets of the Company or any Restricted Subsidiary or on any shares of stock or Debt existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted SubsidiaryIndenture; (b) Liens on all property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereofthereof (provided such Liens are limited to such shares of stock or Debt, property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting an Operating Property); (d) Liens on any property or assets to secure all or any any, part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property property, or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal an Operating Property); (e) Liens in favor of, or which secure Debt owing to, to the Parent Company or another Restricted Subsidiary by a Restricted Subsidiary; (fi) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Company or any Restricted Subsidiary and the United States of America, any State, Territory Territory, or possession thereof or any agency, department, instrumentality or political subdivision of any any, thereof; or , (ii) Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing DebtDebt or (iii) Liens arising in connection with obligations issued by a State, Commonwealth, Territory or possession of the United States of America, or any political subdivision or governmental authority of any of the foregoing, or the District of Columbia; (g) any deposit or pledge as security for the performance of any bid, tenderlender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s 's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’', workmen’s's, repairmen’s's, materialmen’s 's or warehousemen’s 's liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.081004; or other deposits or pledges similar to those referred to in this subparagraph subdivision (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (ji) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs subdivisions (a) through (ih) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal an Operating Property) and (2) to in the extentcase of subdivisions (a) through (c) above, if any, that the Debt secured by such Lien at such time is not increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent Company or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent Company, or any other Restricted Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent Company will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, assume assume, guarantee or guarantee secure any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 1008 called “"Debt”"), secured by any pledge of, or mortgage mortgage, lien, encumbrance or other lien security interest on (including lease purchasesuch pledges, instalment purchase mortgages, liens, encumbrances and other title retention financing arrangements) on or security interests being hereinafter in respect of this Section, in Section 801 and in Section 1008 collectively called "Liens"), any Principal Operating Property owned or leased by the Parent Company or any Restricted Subsidiary, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and owned or held by the Company or any other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Restricted Subsidiary, without effectively providing that the Securities and Guarantee (together with, if the Parent Company shall so determine, any other Debt of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities shall mean the aggregate principal amount of such Securities which are Original Issue Discount Securities shall mean Outstanding and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 502 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 502 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent Company and its Restricted Subsidiaries in respect of sale Sale and leaseback transactions (as defined in Section 3.10) Leaseback Transactions entered into after the date of this Indenture (other than sale Sale and leaseback transactions Leaseback Transactions permitted by Section 3.10(b1008(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens on any property or assets of the Company or any Restricted Subsidiary or on any shares of stock or Debt existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted SubsidiaryIndenture; (b) Liens on all property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereofthereof (provided such Liens are limited to such shares of stock or Debt, property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting an Operating Property); (d) Liens on any property or assets to secure all or any any, part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property property, or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal an Operating Property); (e) Liens in favor of, or which secure Debt owing to, to the Parent Company or another Restricted Subsidiary by a Restricted Subsidiary; (fi) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Company or any Restricted Subsidiary and the United States of America, any State, Territory Territory, or possession thereof or any agency, department, instrumentality or political subdivision of any any, thereof; or , (ii) Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing DebtDebt or (iii) Liens arising in connection with obligations issued by a State, Commonwealth, Territory or possession of the United States of America, or any political subdivision or governmental authority of any of the foregoing, or the District of Columbia; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s 's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’', workmen’s's, repairmen’s's, materialmen’s 's or warehousemen’s 's liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.081004; or other deposits or pledges similar to those referred to in this subparagraph subdivision (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (ji) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs subdivisions (a) through (ih) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal an Operating Property) and (2) to in the extentcase of subdivisions (a) through (c) above, if any, that the Debt secured by such Lien at such time is not increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent Company or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent Company, or any other Restricted Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent Company will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, assume assume, guarantee or guarantee secure any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 1009 called “"Debt”"), secured by any pledge of, or mortgage mortgage, lien, encumbrance or other lien security interest on (including lease purchasesuch pledges, instalment purchase mortgages, liens, encumbrances and other title retention financing arrangements) on or security interests being hereinafter in respect of this Section, in Section 802 and in Section 1009 collectively called "Liens"), any Principal Property owned or leased by the Parent Company or any Restricted Subsidiary, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and owned or held by the Company or any other liens being hereinafter in this Section and in Section 3.10 called “Liens”)Restricted Subsidiary, without effectively providing that the Securities and Guarantee (together with, if the Parent Company shall so determine, any other Debt of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 502 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 502 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.101009) entered into after the date of this Indenture (other than sale and leaseback transactions permitted by Section 3.10(b1009(b)) would not exceed an amount equal to 1015% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens on any property or assets of the Company or any Restricted Subsidiary existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted SubsidiaryIndenture; (b) Liens on any property or assets of, or on any shares of stock or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure securing the payment of all or any part of the purchase price or construction cost thereof or to secure securing any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such propertyconstruction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereofthereof (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (d) Liens on any property or assets to secure all or any part of the cost of exploration, drilling, development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such exploration, drilling, development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (e) Liens in favor of, or which secure Debt owing to, to the Parent Company or another Restricted Subsidiary by a Restricted Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Company or any Restricted Subsidiary and the United States of America, any State, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s 's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’', workmen’s's, repairmen’s's, materialmen’s 's or warehousemen’s 's liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.081004; or other deposits or pledges similar to those referred to in this subparagraph subdivision (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (ji) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien of the Liens referred to in subparagraphs subdivisions (a) through (ih) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to in the extentcase of subdivisions (a) through (c) above, if any, that the Debt secured by such Lien at such time is not increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent Company or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent Company or any other Restricted Subsidiary for the same financial obligation. For purposes of this Section, the following shall not be deemed to be Liens securing Debt and, accordingly, nothing contained in this Section shall prevent, restrict or apply to: (x) any acquisition by the Company or any Restricted Subsidiary of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in oil, gas and/or any other mineral and/or the proceeds thereof, (y) any conveyance or assignment under the terms of which the Company or any Restricted Subsidiary conveys or assigns to any Person or Persons an interest in oil, gas and/or any other mineral and/or the proceeds thereof, or (z) any Lien upon any property or assets owned or leased by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing and/or conducting operations for the recovery, storage, transportation and/or sale of the mineral resources of the said property (or property with which it is unitized) the payment to such Person or Persons of the Company's or the Restricted Subsidiary's proportionate part of such development and/or operating expense.

Limitation upon Liens. The Parent Company will not itself, and will not permit any Restricted Subsidiary to, incur, issue, assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “"Debt”"), secured by pledge of, or mortgage or other lien (including lease purchase, instalment purchase and other title retention financing arrangements) on or in respect of any Principal Property owned or leased by the Parent Company or any Restricted Subsidiary, or on any shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “"Liens”"), without effectively providing that the Securities and Guarantee (together with, if the Parent Company shall so determine, any other Debt of the Parent Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 5.1 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 5.1 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus all Attributable Debt of the Parent Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.10) entered into after the date of this Indenture (other than sale and leaseback transactions permitted by Section 3.10(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens existing as of the date of this Indenture on any property or assets owned or leased by the Parent or any Restricted Subsidiary; (b) Liens on property or assets of, or on any shares of stock or Debt of, any Person existing at the time such Person becomes a Restricted Subsidiary; (c) Liens on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of or within 120 days after the later of acquisition of such property or assets or shares of stock or Debt or the completion of any such construction and the commencement of operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof; (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later , for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); (e) Liens in favor of, or which secure Debt owing to, the Parent or a Restricted Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent or any Restricted Subsidiary and the United States of America, any State, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Parent or any Restricted Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08; or other deposits or pledges similar to those referred to in this subparagraph (g); (h) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent or any Restricted Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and (j) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in subparagraphs (a) through (i) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to the extent, if any, that the Debt secured by such Lien at such time is increased, the amount of such increase shall not be excluded from secured Debt under any computation under this Section. Debt created by the Parent or any Restricted Subsidiary shall not be cumulated with a guarantee of the same Debt by the Parent or any other Restricted Subsidiary for the same financial obligation.

Limitation upon Liens. The Parent So long as any Notes remain outstanding, the Company will not itself, and will not permit any Restricted Consolidated Subsidiary to, incur, issue, assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section and Section 3.10 called “Debt”), Indebtedness that is secured by pledge of, a Lien upon or mortgage or other lien (including lease purchase, instalment purchase and other title retention financing arrangements) on or in with respect of to any Principal Property owned or leased by the Parent or any Restricted SubsidiaryProperty, or on any shares of capital stock or Debt of any Restricted Consolidated Subsidiary that owns a Principal Property (such pledgesunless all obligations and indebtedness thereby secured are held by, mortgages and other liens being hereinafter in this Section and in Section 3.10 called “Liens”)the related Lien is granted to, the Company or a Consolidated Subsidiary) without effectively providing that the Securities and Guarantee (together with, if the Parent shall so determine, any other Debt of the Parent or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) Notes shall be secured by such Lien equally and ratably with (or prior to) any and all other obligations and indebtedness secured by such secured Debt (for the purpose of providing such equal and ratable security, the principal amount of any Securities which are Original Issue Discount Securities shall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 5.01 on the date of the making of such effective provision, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 5.01 and any other provision hereof), so long as such secured Debt shall be so securedLien, unless, after giving effect thereto, the aggregate principal amount of all such Indebtedness secured Debt by such a Lien of the Company or a Consolidated Subsidiary then outstanding plus outstanding, together with all Attributable Debt of the Parent Company and its Restricted Consolidated Subsidiaries in respect of sale Sale and leaseback transactions (as defined in Section 3.10) entered into after the date of this Indenture Leaseback Transactions (other than sale Sale and leaseback transactions Leaseback Transactions permitted by Section 3.10(b)4.04) then outstanding would not exceed an amount equal to 1015% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section 4.03 shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation of secured Indebtedness under this SectionSection 4.03, Debt secured bythe following: (a) Liens existing as of the date of this Indenture the issuance of Notes on any property or assets owned or leased by the Parent Company or any Restricted Consolidated Subsidiary; (b) Liens on property or assets of, or on any shares of stock or Debt Indebtedness of, any Person existing at the time such Person becomes a Restricted SubsidiaryConsolidated Subsidiary and not created in contemplation of such event; (c) Liens (i) on any property or assets or shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) and not created in contemplation of such event or to secure the payment of all or any part of the purchase price or construction cost thereof thereof, or (ii) to secure any Debt Indebtedness incurred prior to, at the time of or within 120 180 days after the later of acquisition of such property or assets or shares of stock or Debt Indebtedness or the completion of any such construction and the commencement of operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof; (d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt Indebtedness incurred prior to, at the time of or within 120 180 days after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property)cost; (e) Liens in favor of, or which secure Debt Indebtedness owing to, the Parent Company or a Restricted Consolidated Subsidiary; (f) Liens arising from the assignment of moneys due and to become due under contracts between the Parent Company or any Restricted Consolidated Subsidiary and the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing DebtIndebtedness; (g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not made directly or indirectly in connection with the securing of DebtIndebtedness; any deposit or pledge with any governmental agency required or permitted to qualify the Parent Company or any Restricted Consolidated Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmenworker’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmenworker’s, repairmen’s, materialmen’s or ’s, warehousemen’s and other like liens imposed by law and securing obligations that are not yet overdue by more than 30 days or the release of property are being contested in the possession of a common carriergood faith, and deposits or pledges to obtain releases thereof; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens permitted by Section 3.08for taxes that are not yet delinquent or being contested in good faith; any deposit or pledge in connection with appeal or surety bonds; or other deposits or pledges similar to those referred to in this subparagraph (g); (h) judgment Liens in respect of judgments that do not constitute an event of default; and Liens arising by reason of any attachment, judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such attachment, judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (i) Liens created after the date of this Indenture on property leased to or purchased by the Parent Company or any Restricted Consolidated Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross income of the recipient pursuant to Section 103 of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; and; (j) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by law or incurred or granted by the Company or any Consolidated Subsidiary in the ordinary course of business that do not secure any material monetary obligations and do not materially interfere with the ordinary conduct of business of the Company and its Consolidated Subsidiaries, taken as a whole; (k) Liens upon real or personal property leased after the date of this Indenture in the ordinary course of business by the Company or any Consolidated Subsidiaries in favor of the lessor created at the inception of the lease transaction, securing obligations of the Company or those of any Consolidated Subsidiaries under or in respect of such lease and extending to or covering only the property subject to such lease and improvements thereon; (l) minor imperfections in title that do not materially interfere with the ordinary conduct of business of the Company and its Consolidated Subsidiaries, taken as a whole; (m) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in subparagraphs (a) through (il) above or the Debt Indebtedness secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets, assets or shares of stock or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property improvements, accessions, after-acquired property, proceeds or dividends or distributions in respect thereof and any other property or assets not then constituting a Principal Property) and (2) to the extent, if any, that the Debt Indebtedness secured by such Lien at such time is increased, the amount of such increase shall not be excluded from secured Debt Indebtedness under any computation under this SectionSection 4.03; and (n) Liens securing Indebtedness or any other obligations under the Senior Credit Agreement. Debt created by the Parent Company or any Restricted Consolidated Subsidiary shall not be cumulated with a guarantee of the same Debt Indebtedness by the Parent Company or any other Restricted Consolidated Subsidiary for the same financial obligation.