Common use of Limitations upon Liens Clause in Contracts

Limitations upon Liens. After the date hereof and so long as any Notes are Outstanding, the Issuer will not, and will not permit any Subsidiary to, issue, assume or guarantee any Indebtedness secured by a mortgage, pledge, lien, security interest or encumbrance (any mortgage, pledge, lien, security interest or encumbrance being hereinafter in this Article referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) of, or upon, any property of the Issuer or of any Subsidiary, without effectively providing that the Notes shall be equally and ratably secured with such Indebtedness; provided, however, that the foregoing restriction shall not apply to: (a) Any purchase money mortgage created by the Issuer or a Subsidiary to secure all or part of the purchase price of any property (or to secure a loan made to enable the Issuer or a Subsidiary to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired; (b) Any mortgage existing on any property at the time of the acquisition thereof by the Issuer or a Subsidiary whether or not assumed by the Issuer or a Subsidiary, and any mortgage on any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided that, if assumed or created by the Issuer or a Subsidiary, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or the cost of the property constructed; (c) Any mortgage created or assumed by the Issuer or a Subsidiary on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any mortgage existing on any property of a Subsidiary at the time it becomes a Subsidiary and any mortgage on property existing at the time of acquisition thereof, (e) Any refunding or extension of maturity, in whole or in part, of any mortgage created or assumed in accordance with the provisions of subdivision (a), (b), (c) or (d) above or (j), (p), or (y) below, provided that the principal amount of the Indebtedness secured by such refunding mortgage or extended mortgage shall not exceed the principal amount of the Indebtedness secured by the mortgage to be refunded or extended outstanding at the time of such refunding or extension and that such refunding mortgage or extended mortgage shall be limited in lien to the same property that secured the mortgage so refunded or extended; (f) Any mortgage created or assumed by the Issuer or a Subsidiary to secure loans to the Issuer or a Subsidiary maturing within 12 months of the date of creation thereof and not renewable or extendible by the terms thereof at the option of the obligor beyond such 12 months, and made in the ordinary course of business; (g) Mechanics’ or materialmen’s liens or any lien or charge arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges; (h) Any mortgage arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; (i) Mortgages upon rights-of-way; (j) Undetermined mortgages and charges incidental to construction or maintenance; (k) The right reserved to, or vested in, any municipality or governmental or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The lien of taxes and assessments which are not at the time delinquent; (m) The lien of specified taxes and assessments which are delinquent but the validity of which is being contested in good faith at the time by the Issuer or a Subsidiary; (n) The lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; (o) Defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a Subsidiary, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easements, exceptions or reservations in any property of the Issuer or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a Subsidiary, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any obligations or duties, affecting the property of the Issuer or a Subsidiary, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning laws and ordinances; (v) Any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases now or hereafter existing and any renewals or extensions thereof; (x) Any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any mortgage not permitted by clauses (a) through (x) above if at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do not exceed 10% of Consolidated Net Tangible Assets. In the event that the Issuer or a Subsidiary shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions of this Section 3.6, the Trustee is hereby authorized to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject to the provisions of Section 5.1, the Trustee, at its request, may receive an Opinion of Counsel as conclusive evidence that any such supplemental indenture or steps taken to secure the Notes equally and ratably comply with the provisions of this Section.

Limitations upon Liens. After the date hereof and so long as any Notes are Outstanding, the Issuer will not, and will not permit any Subsidiary of the Issuer to, issue, assume or guarantee any Indebtedness secured by a mortgage, pledge, lien, security interest or encumbrance (any mortgage, pledge, lien, security interest or encumbrance being hereinafter in this Article IV referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) of, or upon, any property of the Issuer or of any SubsidiarySubsidiary of the Issuer, without effectively providing that the Notes shall be equally and ratably secured with such Indebtedness; provided, however, that the foregoing restriction shall not apply to: (a) Any any purchase money mortgage created by the Issuer or a Subsidiary of the Issuer to secure all or part of the purchase price of any property (or to secure a loan made to enable the Issuer or a Subsidiary of the Issuer to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired; (b) Any any mortgage existing on any property at the time of the acquisition thereof by the Issuer or a Subsidiary of the Issuer whether or not assumed by the Issuer or a SubsidiarySubsidiary of the Issuer, and any mortgage on any property acquired or constructed by the Issuer or a Subsidiary of the Issuer and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided provided, however, that, if assumed or created by the Issuer or a SubsidiarySubsidiary of the Issuer, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or and/or the cost of the property constructed; (c) Any any mortgage created or assumed by the Issuer or a Subsidiary of the Issuer on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary of the Issuer and created not later than 12 months after (i) completion of such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any any mortgage existing on any property of a Subsidiary of the Issuer at the time it becomes a Subsidiary of the Issuer and any mortgage on property existing at the time of acquisition thereof,; (e) Any any refunding or extension of maturity, in whole or in part, of any mortgage created or assumed in accordance with the provisions of subdivision (a), (b), (c) or (d) above or (jo), (p), or (y) below, provided that the principal amount of the Indebtedness secured by such refunding mortgage or extended mortgage shall not exceed the principal amount of the Indebtedness secured by the mortgage to be refunded or extended outstanding at the time of such refunding or extension and that such refunding mortgage or extended mortgage shall be limited in lien to the same property that secured the mortgage so refunded or extended; (f) Any any mortgage created or assumed by the Issuer or a Subsidiary of the Issuer to secure loans to the Issuer or a Subsidiary of the Issuer maturing within 12 months of the date of creation thereof and not renewable or extendible extendable by the terms thereof at the option of the obligor beyond such 12 months, and made in the ordinary course of business; (g) Mechanicsmechanics’ or materialmen’s liens or any lien or charge arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges; (h) Any any mortgage arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or a Subsidiary of the Issuer to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; (i) Mortgages mortgages upon rights-of-way; (j) Undetermined undetermined mortgages and charges incidental to construction or maintenance; (k) The the right reserved to, or vested in, any municipality or governmental or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The the lien of taxes and assessments which are not at the time delinquent; (m) The the lien of specified taxes and assessments which are delinquent but the validity of which is being contested in good faith at the time by the Issuer or a SubsidiarySubsidiary of the Issuer; (n) The the lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; (o) Defects defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary of the Issuer nor on which it the Issuer or such Subsidiary customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a SubsidiarySubsidiary of the Issuer, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easementseasements, exceptions or reservations in any property of the Issuer or a Subsidiary of the Issuer granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a SubsidiarySubsidiary of the Issuer, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any any obligations or duties, affecting the property of the Issuer or a SubsidiarySubsidiary of the Issuer, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The the liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning zoning laws and ordinances; (v) Any any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases leases now or hereafter existing and any renewals or extensions thereof; (x) Any any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any any mortgage not permitted by clauses (a) through (x) above if at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate amount of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do above, together with the total consolidated Attributable Debt in respect of Sale and Lease-Back Transactions permitted by Section 4.10(a) hereof, does not exceed 10% of Consolidated Net Tangible AssetsAssets of the Issuer. In the event that the Issuer or a Subsidiary of the Issuer shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions provision of this Section 3.64.09, the Trustee is hereby authorized to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject to the provisions of Section 5.1, the The Trustee, at its request, may receive shall be provided with an Opinion of Counsel as conclusive evidence that any such supplemental indenture or steps taken to secure the Notes equally and ratably comply with the provisions of this SectionSection 4.09.

Limitations upon Liens. After the date hereof and so long as any Notes are Outstanding, the Issuer will not, and will not permit any Subsidiary to, issue, assume or guarantee any Indebtedness secured by a mortgage, pledge, lien, security interest or encumbrance (any mortgage, pledge, lien, security interest or encumbrance being hereinafter in this Article Three referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) of, or upon, any property of the Issuer or of any Subsidiary, without effectively providing that the Notes shall be equally and ratably secured with such Indebtedness; provided, however, that the foregoing restriction shall not apply to: (a) Any purchase money mortgage created by the Issuer or a Subsidiary to secure all or part of the purchase price of any property (or to secure a loan made to enable the Issuer or a Subsidiary to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired; (b) Any mortgage existing on any property at the time of the acquisition thereof by the Issuer or a Subsidiary whether or not assumed by the Issuer or a Subsidiary, and any mortgage on any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided provided, however, that, if assumed or created by the Issuer or a Subsidiary, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property property, acquired or and/or the cost of the property constructed; (c) Any mortgage created or assumed by the Issuer or a Subsidiary on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any mortgage existing on any property of a Subsidiary at the time it becomes a Subsidiary and any mortgage on property existing at the time of acquisition thereof, (e) Any refunding or extension of maturity, in whole or in part, of any mortgage created or assumed in accordance with the provisions of subdivision (a), (b), (c) or (d) above or (jo), (p), or (y) below, provided that the principal amount of the Indebtedness secured by such refunding mortgage or extended mortgage shall not exceed the principal amount of the Indebtedness secured by the mortgage to be refunded or extended outstanding at the time of such refunding or extension and that such refunding mortgage or extended mortgage shall be limited in lien to the same property that secured the mortgage so refunded or extended; (f) Any mortgage created or assumed by the Issuer or a Subsidiary to secure loans to the Issuer or a Subsidiary maturing within 12 months of the date of creation thereof and not renewable or extendible by the terms thereof at the option of the obligor beyond such 12 months, and made in the ordinary course of business; (g) Mechanics’ or materialmen’s liens or any lien or charge arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges; (h) Any mortgage arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; (i) Mortgages upon rights-of-way; (j) Undetermined mortgages and charges incidental to construction or maintenance; (k) The right reserved to, or vested in, any municipality or governmental or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The lien of taxes and assessments which are not at the time delinquent; (m) The lien of specified taxes and assessments which are delinquent but the validity of which is being contested in good faith at the time by the Issuer or a Subsidiary; (n) The lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; (o) Defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a Subsidiary, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easements, exceptions or reservations in any property of the Issuer or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a Subsidiary, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any obligations or duties, affecting the property of the Issuer or a Subsidiary, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning laws and ordinances; (v) Any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases now or hereafter existing and any renewals or extensions thereof; (x) Any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any mortgage not permitted by clauses (a) through (x) above if at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do not exceed 10% of Consolidated Net Tangible Assets. In the event that the Issuer or a Subsidiary shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions of this Section 3.6, the Trustee is hereby authorized to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject to the provisions of Section 5.1, the Trustee, at its request, may receive shall be provided with an Opinion of Counsel as conclusive evidence that any such supplemental indenture or steps taken to secure the Notes equally and ratably comply with the provisions of this Section.

Limitations upon Liens. After the date hereof and so long as any Notes are Outstanding, the Issuer (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, (as defined below) to issue, assume or guarantee any Indebtedness indebtedness for money borrowed (hereinafter in this Section 3 called "Debt"), secured by a mortgage, pledge, lien, security interest or encumbrance (any mortgageinterest, pledge, lienlien or other encumbrance (mortgages, security interest or encumbrance interests, pledges, liens and other encumbrances being hereinafter in this Article referred to Section 3 called "mortgage" or "mortgages") upon any Principal Property (as a “mortgage” or “mortgages” or as a “lien” or “liens”defined below) of, or upon, any property of the Issuer Company or any Restricted Subsidiary or upon any shares of stock or indebtedness of any SubsidiaryRestricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are owned at the date of the Fiscal Agency Agreement or thereafter acquired) without in any such case effectively providing concurrently with the issuance, assumption or guaranty of any such debt that the Notes (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company or such Restricted Subsidiary ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably secured with (or, at the option of the Company, prior to) such IndebtednessDebt so long as such Debt shall be so secured; provided, however, that the foregoing restriction restrictions shall not apply toto Debt secured by: (ai) Any purchase money mortgage created by the Issuer mortgages on property, shares of stock or a Subsidiary to secure all or part of the purchase price indebtedness (hereinafter in this Section 3 called "property") of any property (or to secure corporation existing at the time such corporation becomes a loan made to enable the Issuer or a Subsidiary to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquiredRestricted Subsidiary; (b) Any mortgage existing on any property at the time of the acquisition thereof by the Issuer or a Subsidiary whether or not assumed by the Issuer or a Subsidiary, and any mortgage on any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided that, if assumed or created by the Issuer or a Subsidiary, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or the cost of the property constructed; (c) Any mortgage created or assumed by the Issuer or a Subsidiary on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any mortgage existing on any property of a Subsidiary at the time it becomes a Subsidiary and any mortgage mortgages on property existing at the time of acquisition thereof, of the affected property by the Company or a Restricted Subsidiary, or mortgages to secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by the Company or a Restricted Subsidiary or to secure any Debt incurred by the Company or a Restricted Subsidiary prior to, at the time of, or within 360 days after the later of the acquisition, the completion of construction (eincluding any improvements on an existing property) Any refunding or extension the commencement of maturitycommercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in whole or in part, the case of any mortgage created such acquisition, construction or assumed in accordance with improvement, the provisions of subdivision (a), (b), (c) or (d) above or (j), (p), or (y) below, provided that the principal amount of the Indebtedness secured by such refunding mortgage or extended mortgage shall not exceed apply to any property theretofore owned by the principal amount Company or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any real property on which the property so constructed, or the improvement, is located which in the opinion of the Indebtedness secured Board of Directors (or duly authorized committee thereof) was prior to such construction or improvement, substantially unimproved for the use intended by the mortgage Company or such Restricted Subsidiary; (iii) mortgages on property of a Restricted Subsidiary securing Debt owing to be refunded the Company or extended outstanding to another Restricted Subsidiary; (iv) mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of such refunding a sale, lease or extension and that such refunding mortgage other disposition of the properties of a corporation or extended mortgage shall be limited in lien firm as an entirety or substantially as an entirety to the same Company or a Restricted Subsidiary; provided, however, that any such mortgages do not attach to or affect property that secured theretofore owned by the mortgage so refunded Company or extendedsuch Restricted Subsidiary; (fv) Any mortgage created mortgages on property owned or assumed leased by the Issuer Company or a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country or any political subdivision thereof, or in favor of holders of securities issued by any such entity, pursuant to any contract or statute (including, without limitation, mortgages to secure loans Debt of the pollution control or industrial revenue bond type) or to secure any indebtedness incurred for the Issuer purpose of financing all or a Subsidiary maturing within 12 months any part of the purchase price or the cost of construction of the property subject to such mortgages; (vi) mortgages existing at the date of creation thereof and not renewable or extendible the Fiscal Agency Agreement; (vii) landlords' liens on fixtures located on premises leased by the terms thereof at the option of the obligor beyond such 12 months, and made Company or a Restricted Subsidiary in the ordinary course of business; (gviii) Mechanics’ mortgages on property of the Company or materialmen’s liens a Restricted Subsidiary to secure partial, progress, advance or other payments or any lien Debt incurred for the purpose of financing all or charge any part of the purchase price or the cost of construction, development, or substantial repair, alteration or improvement of the property subject to such mortgages if the commitment for the financing is obtained not later than one year after the later of the completion of or the placing into operation (exclusive of test and start-up periods) of such constructed, developed, repaired, altered or improved property; (ix) mortgages arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders contracts and subcontracts with or leases made at the request of real estatethe United States of America, bids or contracts (other than contracts for any state thereof, or any department, agency or instrumentality of the payment United States of money), deposits to secure public America or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar chargesany state thereof; (hx) Any mechanics', materialmen's, carriers' or other like liens arising in the ordinary course of business (including construction of facilities) in respect of obligations which are not due or which are being contested in good faith; (xi) any mortgage arising by reason of deposits with with, or the giving of any form of security to to, any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as regulations, which is required by law or governmental regulation as a condition to the transaction of any business business, or the exercise of any privilege privilege, franchise or license, or to enable the Issuer or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; (ixii) Mortgages upon rights-of-way; (j) Undetermined mortgages and for taxes, assessments or governmental charges incidental to construction or maintenance; (k) The right reserved tolevies not yet delinquent, or vested inmortgages for taxes, any municipality assessments or governmental charges or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The lien of taxes and assessments which are not at the time delinquent; (m) The lien of specified taxes and assessments which are levies already delinquent but the validity of which is being contested in good faith at the time by the Issuer or a Subsidiaryfaith; (nxiii) The lien reserved mortgages (including judgment liens) arising in leases for rent and for compliance connection with the terms of the lease legal proceedings so long as such proceedings are being contested in good faith and, in the case of leasehold estates;judgment liens, execution thereon is stayed; or (oxiv) Defects and irregularities any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any mortgage referred to in the titles foregoing clauses (i) to (xiii), inclusive; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement mortgage, and that such extension, renewal or replacement mortgage shall be limited to all or a part of the property which secured the mortgage so extended, renewed or replaced (plus improvements on such property). (b) Notwithstanding the foregoing provisions of this Section 3, the Company and any property (including rights-of-way and easements) one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by mortgages which are not material would otherwise be subject to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a Subsidiary, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easements, exceptions or reservations in any property of the Issuer or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a Subsidiary, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any obligations or duties, affecting the property of the Issuer or a Subsidiary, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The liens of any judgments foregoing restrictions in an aggregate amount which, together with all other Debt of the Company and its Restricted Subsidiaries which (if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions (not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning laws and ordinances; (v) Any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases now or hereafter existing and any renewals or extensions thereof; (x) Any lien on inventory and receivables incurred in the ordinary course of business Debt permitted to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any mortgage not permitted by be secured under clauses (ai) through (xxiv) above if above), does not at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do not exceed 10% of Consolidated Net Tangible Assets. In Assets (as defined below), as shown on the event that latest quarterly consolidated financial statements of the Issuer or a Company preceding the date of determination. (c) The Company will not, nor will it permit any Restricted Subsidiary shall hereafter secure the Notes equally and ratably to, enter into any arrangement with any other obligation person providing for the leasing by the Company or Indebtedness any Restricted Subsidiary of any Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is owned at the date of the Fiscal Agency Agreement or thereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person (herein referred to as a "Sale and Lease-Back Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of this Section 3.6Sections 3(a) or (b), to issue, assume or guarantee Debt secured by a mortgage upon such Principal Property at least equal in amount to the Trustee is hereby authorized to enter into an indenture supplemental hereto and to take Attributable Debt in respect of such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, arrangement without equally and ratably with securing the Notes; provided, however, that from and after the date on which such other obligation or Indebtedness. Subject arrangement becomes effective, the Attributable Debt in respect of such arrangement shall be deemed for all purposes under Section 3 to be Debt subject to the provisions of Section 5.13; or (b) the Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 120 days of the Trustee, at its request, may receive an Opinion effective date of Counsel as conclusive evidence that any such supplemental indenture arrangement, of Debt of the Company or steps taken any Restricted Subsidiary (other than Debt owned by the Company or any Restricted Subsidiary and other than Debt of the Company which is subordinated to secure the Notes equally and ratably comply with Notes) which by its terms matures at or is extendible or renewable at the provisions option of the obligor to a date more than twelve months after the date of the creation of such Debt. (d) For purposes of this Section.Section 3,

Limitations upon Liens. After the date hereof and so long as any Notes are Outstanding, the Issuer (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, issue, assume or guarantee any Indebtedness indebtedness for money borrowed secured by a mortgage, pledge, lien, security interest or encumbrance (Lien upon any mortgage, pledge, lien, security interest or encumbrance being hereinafter in this Article referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) of, or upon, any property Principal Property of the Issuer Company or any Restricted Subsidiary or on any shares of capital stock of any SubsidiaryRestricted Subsidiary (whether such Principal Property or shares of stock are now owned or hereafter acquired) without in any such case making or causing to be made effective provision (and the Company covenants that in any such case it shall make or cause to be made effective provision) whereby the Securities of each series then Outstanding, without effectively providing that other than series which by their terms are not entitled to the Notes shall benefits of this Section, will be secured equally and ratably secured with with, or prior to, such Indebtednessindebtedness or guarantee; provided, however, it being understood that in such event the foregoing restriction shall not apply to: (a) Any purchase money mortgage created by the Issuer or a Subsidiary to Company may also so secure all or part any other such indebtedness of the purchase price Company or such Restricted Subsidiary entitled thereto, subject to any applicable priority of any property (or to secure a loan made to enable the Issuer or a Subsidiary to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired;payment. 95 88 (b) Any mortgage The provisions of paragraph (a) of this Section shall not, however, apply to any indebtedness secured by any one or more of the following: (i) Liens on property, or shares of stock of or guaranteed by any corporation existing on any property at the time of the acquisition thereof by the Issuer or such corporation becomes a Subsidiary whether or not assumed by the Issuer or a Restricted Subsidiary, and any mortgage on any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) completion of such acquisition or construction or ; (ii) commencement of full operation of such property, whichever is later; provided that, if assumed or created by the Issuer or a Subsidiary, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or the cost of the property constructed; (c) Any mortgage created or assumed by the Issuer or a Subsidiary on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any mortgage existing on any property of a Subsidiary at the time it becomes a Subsidiary and any mortgage Liens on property existing at the time of acquisition thereof,of such property by the Company or a Restricted Subsidiary, or Liens on property which secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by the Company or a Restricted Subsidiary, or Liens on property which secure any such indebtedness incurred or guaranteed by the Company or a Restricted Subsidiary incurred or guaranteed for the purpose of financing all or any part of the purchase price of such property or the construction of such property (including improvements to existing property) within 180 days after the latest of the acquisition, completion of construction (including any improvements on an existing property) or commencement of operation of such property; (eiii) Any refunding Liens securing such indebtedness of a Restricted Subsidiary owing to the Company or extension to a wholly owned Restricted Subsidiary; (iv) Liens on property of maturitya corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a purchase, lease or other acquisition of the properties of a corporation or other Person as an entirety by the Company or a Restricted Subsidiary; (v) Liens on property of the Company or a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the 96 89 United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure any indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens within 180 days after the latest of the acquisition, completion of construction (including improvements on existing property) or commencement of operation of such property; or (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part, part of any mortgage created or assumed Liens referred to in accordance with the provisions of subdivision foregoing clauses (ai) to (v), (b)inclusive; provided, (c) or (d) above or (j)however, (p), or (y) below, provided that the principal amount of the Indebtedness such indebtedness secured by such refunding mortgage or extended mortgage thereby shall not exceed the principal amount of the Indebtedness such indebtedness so secured by the mortgage to be refunded or extended outstanding at the time of such refunding extension, renewal or extension replacement, and that such refunding mortgage extension, renewal or extended mortgage replacement shall be limited in lien to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements and construction on such property). (c) Notwithstanding the foregoing provisions of this Section 10.08, the Company and any one or more Restricted subsidiaries may without securing any of the Securities issue, assume or guarantee indebtedness secured by any Lien which would otherwise be subject to the same property that secured the mortgage so refunded or extended; (f) Any mortgage created or assumed by the Issuer or a Subsidiary to secure loans to the Issuer or a Subsidiary maturing within 12 months foregoing restrictions in an aggregate amount which, together with all other indebtedness of the date Company and its Restricted Subsidiaries issued, assumed or guaranteed under the provisions of creation thereof and this subsection (c) (not renewable or extendible by the terms thereof at the option of the obligor beyond such 12 months, and made in the ordinary course of business; (g) Mechanics’ or materialmen’s liens or any lien or charge arising by reason of pledges or deposits including indebtedness permitted to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges; (h) Any mortgage arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; be secured under clauses (i) Mortgages upon rights-of-way; through (jvi) Undetermined mortgages and charges incidental to construction or maintenance; (k) The right reserved toof Section 10.08(b)), or vested in, any municipality or governmental or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The lien of taxes and assessments which are does not at the time delinquent; (m) The lien of specified taxes and assessments which are delinquent but the validity of which is being contested in good faith at the time by the Issuer or a Subsidiary; (n) The lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; (o) Defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a Subsidiary, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easements, exceptions or reservations in any property of the Issuer or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a Subsidiary, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any obligations or duties, affecting the property of the Issuer or a Subsidiary, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning laws and ordinances; (v) Any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases now or hereafter existing and any renewals or extensions thereof; (x) Any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any mortgage not permitted by clauses (a) through (x) above if at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do not exceed 10% of Consolidated Net Tangible Assets. In the event that the Issuer or a Subsidiary shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions of this Section 3.6, the Trustee is hereby authorized to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject to the provisions of Section 5.1, the Trustee, at its request, may receive an Opinion of Counsel as conclusive evidence that any such supplemental indenture or steps taken to secure the Notes equally and ratably comply with the provisions of this Section.

Limitations upon Liens. After In addition to the date hereof and so long as any Notes are Outstandingcovenants set forth in Article 10 of the Base Indenture, the Issuer will notCompany covenants and agrees for the benefit of the Holders of the Notes that the Company shall not issue, and will not permit any Subsidiary toincur, issuecreate, assume or guarantee any Indebtedness secured by a mortgage, pledge, lien, security interest Lien upon any Principal Property or encumbrance upon any of the Capital Stock or Indebtedness of any of its Significant Subsidiaries (any mortgage, pledge, lien, security interest or encumbrance being hereinafter in this Article referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) ofwhether such Principal Property, or uponCapital Stock or Indebtedness is now existing or owed or is hereafter created or acquired) without in any such case effectively providing, any property of concurrently with the Issuer issuance, incurrence, creation, assumption or guaranty of any Subsidiarysuch secured Indebtedness, without effectively providing or the grant of such Lien, that the Notes (together, if the Company shall so determine, with any other Indebtedness of or guarantee by the Company ranking equally with the Notes) shall be secured equally and ratably with (or, at the Company’s option, prior to) such secured with such Indebtedness; provided. The foregoing restriction, however, that the foregoing restriction shall not apply toto any of the following: (a) Any purchase money mortgage created by Liens existing on the Issuer or a Subsidiary to secure all or part of the purchase price of any property (or to secure a loan made to enable the Issuer or a Subsidiary to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquiredIssue Date; (b) Any mortgage existing Liens on any property at the time of the acquisition thereof by the Issuer assets or a Subsidiary whether or not assumed by the Issuer or a Subsidiary, and any mortgage on any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided that, if assumed or created by the Issuer or a Subsidiary, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or the cost of the property constructed; (c) Any mortgage created or assumed by the Issuer or a Subsidiary on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any mortgage existing on any property of a Subsidiary Person at the time it becomes a Subsidiary, securing Indebtedness of such Person, provided such Indebtedness was not incurred in connection with such Person or entity becoming a Subsidiary and such Liens do not extend to any mortgage assets other than those of the Person becoming a Subsidiary; (c) Liens on property or assets of a Person existing at the time such Person is merged into or consolidated with the Company or any of acquisition thereof,its Subsidiaries, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a Person to the Company or any of its Subsidiaries, provided that such Lien was not incurred in anticipation of the merger, consolidation, or sale, lease, other disposition or other such transaction by which such Person was merged into or consolidated with the Company or any of its Subsidiaries; (d) Liens existing on assets created at the time of, or within the 12 months following, the acquisition, purchase, lease, improvement or development of such assets to secure all or a portion of the purchase price or lease for, or the costs of improvement or development of (in each case including related costs and expenses), such assets; (e) Any Liens to secure any extension, renewal, refinancing or refunding (or extension of maturitysuccessive extensions, renewals, refinancings or refundings), in whole or in part, of any mortgage created or assumed Indebtedness secured by Liens referred to in accordance with the provisions of subdivision (aSections 5.02(a), (b), (c) or and (d) above above, so long as such Lien is limited to all or (j), (p), or (y) below, provided that the principal amount part of the Indebtedness secured by such refunding mortgage or extended mortgage shall not exceed the principal amount of the Indebtedness secured by the mortgage to be refunded or extended outstanding at the time of such refunding or extension and that such refunding mortgage or extended mortgage shall be limited in lien to substantially the same property that which secured the mortgage so refunded Lien extended, renewed or extendedreplaced, and the amount of Indebtedness secured is not increased (other than by the amount equal to any costs and expenses (including any premiums, fees or penalties) incurred in connection with any extension, renewal, refinancing or refunding); (f) Any mortgage created Liens for taxes not yet due or assumed that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Issuer books of the Company in conformity with generally accepted accounting principles; (g) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a Subsidiary period of more than 30 days or that are being contested in good faith by appropriate proceedings; (h) Liens to secure loans to the Issuer or performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a Subsidiary maturing within 12 months of the date of creation thereof and not renewable or extendible by the terms thereof at the option of the obligor beyond such 12 months, and made like nature incurred in the ordinary course of business; (g) Mechanics’ or materialmen’s liens or any lien or charge arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges; (h) Any mortgage arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; (i) Mortgages upon rights-of-wayLiens in favor of only the Company or one or more of its Subsidiaries; (j) Undetermined mortgages Liens in favor of the Trustee securing Indebtedness owed under the Indenture to the Trustee and charges incidental to construction or maintenance;granted in accordance with the Indenture; and (k) The right reserved toLiens to secure Hedging Obligations. Notwithstanding the foregoing, or vested inthe Company shall be permitted to incur Indebtedness, any municipality or governmental or other public authority or railroad secured by Liens otherwise prohibited by this Section 5.02, which, together with the terms value of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition Attributable Debt outstanding pursuant to the continuance last paragraph of such rightSection 5.03 hereof, power, franchise, grant, license or permit; (l) The lien of taxes and assessments which are not at the time delinquent; (m) The lien of specified taxes and assessments which are delinquent but the validity of which is being contested in good faith at the time by the Issuer or a Subsidiary; (n) The lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; (o) Defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a Subsidiary, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easements, exceptions or reservations in any property of the Issuer or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a Subsidiary, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any obligations or duties, affecting the property of the Issuer or a Subsidiary, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning laws and ordinances; (v) Any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases now or hereafter existing and any renewals or extensions thereof; (x) Any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any mortgage not permitted by clauses (a) through (x) above if at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do not exceed 1015% of Consolidated Net Tangible Assets. In Assets measured at the event that the Issuer or a Subsidiary shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions date of this Section 3.6, the Trustee is hereby authorized to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights incurrence of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject to the provisions of Section 5.1, the Trustee, at its request, may receive an Opinion of Counsel as conclusive evidence that any such supplemental indenture or steps taken to secure the Notes equally and ratably comply with the provisions of this SectionLien.

Limitations upon Liens. After the date hereof and so long as any Notes are Outstanding, the Issuer will not, and will not permit any Subsidiary of the Issuer to, issue, assume or guarantee any Indebtedness secured by a mortgage, pledge, lien, security interest or encumbrance (any mortgage, pledge, lien, security interest or encumbrance being hereinafter in this Article W referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) of, or upon, any property of the Issuer or of any SubsidiarySubsidiary of the Issuer, without effectively providing that the Notes shall be equally and ratably secured with such Indebtedness; provided, however, that the foregoing restriction shall not apply to: (a) Any any purchase money mortgage created by the Issuer or a Subsidiary of the Issuer to secure all or part of the purchase price of any property (or to secure a loan made to enable the Issuer or a Subsidiary of the Issuer to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired; (b) Any any mortgage existing on any property at the time of the acquisition thereof by the Issuer or a Subsidiary of the Issuer whether or not assumed by the Issuer or a SubsidiarySubsidiary of the Issuer, and any mortgage on any property acquired or constructed by the Issuer or a Subsidiary of the Issuer and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided provided, however, that, if assumed or created by the Issuer or a SubsidiarySubsidiary of the Issuer, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or and/or the cost of the property constructed; (c) Any any mortgage created or assumed by the Issuer or a Subsidiary of the Issuer on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary of the Issuer and created not later than 12 months after (i) completion of such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any any mortgage existing on any property of a Subsidiary of the Issuer at the time it becomes a Subsidiary of the Issuer and any mortgage on property existing at the time of acquisition thereof,; (e) Any any refunding or extension of maturity, in whole or in part, of any mortgage created or assumed in accordance with the provisions of subdivision (a), (b), (c) or (d) above or (jo), (p), or (y) below, provided that the principal amount of the Indebtedness secured by such refunding mortgage or extended mortgage shall not exceed the principal amount of the Indebtedness secured by the mortgage to be refunded or extended outstanding at the time of such refunding or extension and that such refunding mortgage or extended mortgage shall be limited in lien to the same property that secured the mortgage so refunded or extended; (f) Any any mortgage created or assumed by the Issuer or a Subsidiary of the Issuer to secure loans to the Issuer or a Subsidiary of the Issuer maturing within 12 months of the date of creation thereof and not renewable or extendible extendable by the terms thereof at the option of the obligor beyond such 12 months, and made in the ordinary course of business; (g) Mechanicsmechanics’ or materialmen’s liens or any lien or charge arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges; (h) Any any mortgage arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or a Subsidiary of the Issuer to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; (i) Mortgages mortgages upon rights-of-way; (j) Undetermined undetermined mortgages and charges incidental to construction or maintenance; (k) The the right reserved to, or vested in, any municipality or governmental or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The the lien of taxes and assessments which are not at the time delinquent; (m) The the lien of specified taxes and assessments which are delinquent but the validity of which is being contested in good faith at the time by the Issuer or a SubsidiarySubsidiary of the Issuer; (n) The the lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; (o) Defects defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary of the Issuer nor on which it the Issuer or such Subsidiary customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a SubsidiarySubsidiary of the Issuer, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easementseasements, exceptions or reservations in any property of the Issuer or a Subsidiary of the Issuer granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a SubsidiarySubsidiary of the Issuer, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any any obligations or duties, affecting the property of the Issuer or a SubsidiarySubsidiary of the Issuer, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The the liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning zoning laws and ordinances; (v) Any any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases leases now or hereafter existing and any renewals or extensions thereof; (x) Any any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any any mortgage not permitted by clauses (a) through (x) above if at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate amount of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do above, together with the total consolidated Attributable Debt in respect of Sale and Lease-Back Transactions permitted by Section 4.11(a) hereof, does not exceed 10% of Consolidated Net Tangible AssetsAssets of the Issuer. In the event that the Issuer or a Subsidiary of the Issuer shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions provision of this Section 3.64.10, the Trustee is hereby authorized to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject to the provisions of Section 5.1, the The Trustee, at its request, may receive shall be provided with an Opinion of Counsel as conclusive evidence that any such supplemental indenture or steps taken to secure the Notes equally and ratably comply with the provisions of this SectionSection 4.10.

Limitations upon Liens. After The Company covenants and agrees for the date hereof benefit of the Notes that neither it nor any Subsidiary will create, incur, issue or assume any Debt secured by any Lien on any Principal Property now owned or hereafter acquired by the Company or any Restricted Subsidiary, and that the Company or any Subsidiary will not create, incur, issue or assume any Debt secured by any Lien on any shares of stock or Debt now existing or owed or hereafter created or acquired of any Restricted Subsidiary (such shares of stock or Debt of any Restricted Subsidiary being called "Restricted Securities") without in any such case effectively providing concurrently with the incurrence, creation, issuance or assumption of any such Debt or the grant of any Lien with respect to any such Debt that the Notes (together with, if the Company shall so determine, any other Debt of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes) shall be secured equally and ratably with (or prior to) such secured Debt, so long as any Notes are Outstanding, the Issuer will not, and will not permit any Subsidiary to, issue, assume or guarantee any Indebtedness such secured by a mortgage, pledge, lien, security interest or encumbrance (any mortgage, pledge, lien, security interest or encumbrance being hereinafter in this Article referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) of, or upon, any property of the Issuer or of any Subsidiary, without effectively providing that the Notes Debt shall be equally and ratably secured with such Indebtedness; providedso secured. The foregoing restriction shall not, however, that the foregoing restriction shall not apply toto Debt secured by: (ai) Any purchase money mortgage created Liens on any Principal Property or Restricted Securities of the Company or any Subsidiary existing on the date of the original issuance by the Issuer or a Subsidiary to secure all or part Company of the purchase price of any property (or to secure a loan made to enable the Issuer or a Subsidiary to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquiredNotes; (bii) Any mortgage existing Liens on any property Principal Property or Restricted Securities of any corporation existing at the time such corporation becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or Restricted Subsidiary, or at the time of a sale, lease or other disposition of the acquisition thereof by properties of a corporation as an entirety or substantially as an entirety to the Issuer Company or a Restricted Subsidiary, or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such corporation becoming a Restricted Subsidiary whether or not assumed by the Issuer in contemplation of any such merger or a Subsidiaryconsolidation or any such sale, and any mortgage on any property acquired lease or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided that, if assumed or created by the Issuer or a Subsidiary, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or the cost of the property constructeddisposition; (ciii) Any mortgage created or assumed by the Issuer or a Subsidiary Liens on any contract for Principal Property or Restricted Securities of the sale of any product or service Company or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any mortgage existing on any property of a Subsidiary at the time it becomes a Subsidiary and any mortgage on property existing at the time of acquisition thereof, thereof (e) Any refunding including acquisition through merger or extension of maturity, in whole or in part, of any mortgage created or assumed in accordance with the provisions of subdivision (a), (b), (cconsolidation) or (d) above securing the payment of all or (j), (p), or (y) below, provided that the principal amount any part of the Indebtedness secured by such refunding mortgage purchase price or extended mortgage shall not exceed the principal amount of the Indebtedness secured by the mortgage to be refunded construction cost thereof or extended outstanding securing any Debt incurred prior to, at the time of or within 360 days after, the acquisition of such refunding Principal Property or extension and that Restricted Securities or the completion of any such refunding mortgage construction, whichever is later, for the purposes of financing all or extended mortgage shall be limited in lien to any part of the same property that secured the mortgage so refunded purchase price or extendedconstruction cost thereof; (fiv) Any mortgage created or assumed by the Issuer or a Subsidiary Liens on any Principal Property to secure loans to the Issuer all or a Subsidiary maturing within 12 months any part of the date cost of creation thereof and not renewable development, operation, construction, alteration, repair or extendible by the terms thereof at the option improvement of the obligor beyond such 12 months, and made in the ordinary course of business; (g) Mechanics’ or materialmen’s liens all or any lien or charge arising by reason part of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges; (h) Any mortgage arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or licensesuch Principal Property, or to enable the Issuer or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; (i) Mortgages upon rights-of-way; (j) Undetermined mortgages and charges incidental to construction or maintenance; (k) The right reserved secure Debt incurred prior to, or vested in, any municipality or governmental or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The lien of taxes and assessments which are not at the time delinquent; (m) The lien of specified taxes and assessments which are delinquent but or within 360 days after, the validity of which is being contested in good faith at the time by the Issuer or a Subsidiary; (n) The lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; (o) Defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a Subsidiary, which mortgages do not materially impair the use completion of such property for the purposes for which it development, operation, construction, alteration, repair or improvement, whichever is held by the Issuer or such Subsidiary; (q) Easementslater, exceptions or reservations in any property of the Issuer or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal financing all or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use any part of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a Subsidiary, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any obligations or duties, affecting the property of the Issuer or a Subsidiary, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning laws and ordinancescost; (v) Any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) Liens which secure Debt owing by a Subsidiary to the Company or transportation equipment (including motor vehicles, aircraft and marine vessels)to a Restricted Subsidiary; (wvi) Leases now Liens on the property of the Company or hereafter existing and a Restricted Subsidiary in favor of the United States of America or any renewals State thereof, or extensions any department, agency, instrumentality or political subdivision of the United States of America or any State thereof; , (xA) Any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness partial progress, advance or other payments pursuant to any contract or statute, (B) securing indebtedness incurred for working capital purposes to finance all or any part of the purchase price or cost of constructing, installing or improving the property subject to such mortgages including liens incurred in connection with a sale mortgages to secure Debt of receivablesthe pollution control or industrial revenue bond type, or (C) securing indebtedness issued or guaranteed by the United States, any State, any foreign country or any department, agency, instrumentality or political subdivision of any such jurisdiction; and (yvii) Any mortgage not permitted by clauses any extension, renewal, substitution or replacement of any of the Liens referred to in paragraphs (ai) through (xvi) above or the Debt secured thereby. Notwithstanding the foregoing, the Company and any Subsidiary may create, incur, issue or assume Debt secured by a Lien which would otherwise be subject to the foregoing restrictions if the aggregate principal amount of all Debt secured by Liens on Principal Properties and Restricted Securities then outstanding (not including any such Debt secured by Liens permitted to be incurred pursuant to paragraphs (i) through (vii) above) plus Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions (as defined below) that would otherwise be subject to the restrictions described in clause (b) of this Section 4.01 does not at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do not Debt is incurred exceed an amount equal to 10% of Consolidated Net Tangible AssetsAssets of the Company. In For the event that the Issuer or a Subsidiary shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions purposes of this Section 3.64.01, the Trustee giving of a guarantee which is hereby authorized secured by a Lien on Principal Property or Restricted Securities, and the creation of a Lien on Principal Property or Restricted Securities to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject secure Debt which existed prior to the provisions creation of Section 5.1such Lien, shall be deemed to involve the Trustee, at its request, may receive creation of Debt in an Opinion amount equal to the principal amount guaranteed or secured by such Lien; but the amount of Counsel as conclusive evidence that Debt secured by Liens on Principal Properties and Restricted Securities shall be computed without cumulating the underlying indebtedness with any such supplemental indenture guarantee thereof or steps taken to secure Lien securing the Notes equally and ratably comply with the provisions of this Sectionsame.

Limitations upon Liens. After the date hereof and so long as any Notes are Outstanding, the Issuer (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, to issue, assume or guarantee any Indebtedness indebtedness for money borrowed (hereinafter in this Section 3.5 called "Debt"), secured by a mortgage, pledge, lien, security interest or encumbrance (any mortgageinterest, pledge, lienlien or other encumbrance (mortgages, security interest or encumbrance interests, pledges, liens and other encumbrances being hereinafter in this Article referred to as a “Section 3.5 called "mortgage” " or “"mortgages” or as a “lien” or “liens”") of, or upon, upon any property Principal Property of the Issuer Company or any Restricted Subsidiary or upon any shares of stock or indebtedness of any SubsidiaryRestricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are owned at the date of this Indenture or thereafter acquired) without in any such case effectively providing concurrently with the issuance, assumption or guaranty of any such debt, that the Notes (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company or such Restricted Subsidiary ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably secured with (or, at the option of the Company, prior to) such IndebtednessDebt so long as such Debt shall be so secured; provided, however, that the foregoing restriction restrictions shall not apply toto Debt secured by: (ai) Any purchase money mortgage created by the Issuer mortgages on property, shares of stock or a Subsidiary to secure all or part of the purchase price indebtedness (hereinafter in this Section 3.5 called "property") of any property (or to secure corporation existing at the time such corporation becomes a loan made to enable the Issuer or a Subsidiary to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquiredRestricted Subsidiary; (b) Any mortgage existing on any property at the time of the acquisition thereof by the Issuer or a Subsidiary whether or not assumed by the Issuer or a Subsidiary, and any mortgage on any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided that, if assumed or created by the Issuer or a Subsidiary, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or the cost of the property constructed; (c) Any mortgage created or assumed by the Issuer or a Subsidiary on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any mortgage existing on any property of a Subsidiary at the time it becomes a Subsidiary and any mortgage mortgages on property existing at the time of acquisition thereof, of the affected property by the Company or a Restricted Subsidiary, or mortgages to secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by the Company or a Restricted Subsidiary or to secure any Debt incurred by the Company or a Restricted Subsidiary prior to, at the time of, or within 360 days after the later of the acquisition, the completion of construction (eincluding any improvements on an existing property) Any refunding or extension the commencement of maturitycommercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in whole or in part, the case of any mortgage created such acquisition, construction or assumed in accordance with improvement, the provisions of subdivision (a), (b), (c) or (d) above or (j), (p), or (y) below, provided that the principal amount of the Indebtedness secured by such refunding mortgage or extended mortgage shall not exceed apply to any property theretofore owned by the principal amount Company or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any real property on which the property so constructed, or the improvement, is located which in the opinion of the Indebtedness secured Board of Directors (or duly authorized committee thereof) was prior to such construction or improvement, substantially unimproved for the use intended by the mortgage Company or such Restricted Subsidiary; (iii) mortgages on property of a Restricted Subsidiary securing Debt owing to be refunded the Company or extended outstanding to another Restricted Subsidiary; (iv) mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of such refunding a sale, lease or extension and that such refunding mortgage other disposition of the properties of a corporation or extended mortgage shall be limited in lien firm as an entirety or substantially as an entirety to the same Company or a Restricted Subsidiary; provided, however, that any such mortgages do not attach to or affect property that secured theretofore owned by the mortgage so refunded Company or extendedsuch Restricted Subsidiary; (fv) Any mortgage created mortgages on property owned or assumed leased by the Issuer Company or a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country or any political subdivision thereof, or in favor of holders of securities issued by any such entity, pursuant to any contract or statute (including, without limitation, mortgages to secure loans Debt of the pollution control or industrial revenue bond type) or to secure any indebtedness incurred for the Issuer purpose of financing all or a Subsidiary maturing within 12 months any part of the purchase price or the cost of construction of the property subject to such mortgages; (vi) mortgages existing at the date of creation thereof and not renewable or extendible this Indenture, including the pledge of the Pledged Securities pursuant to Article Four; (vii) landlords' liens on fixtures located on premises leased by the terms thereof at the option of the obligor beyond such 12 months, and made Company or a Restricted Subsidiary in the ordinary course of business; (gviii) Mechanics’ mortgages on property of the Company or materialmen’s liens a Restricted Subsidiary to secure partial, progress, advance or other payments or any lien Debt incurred for the purpose of financing all or charge any part of the purchase price or the cost of construction, development, or substantial repair, alteration or improvement of the property subject to such mortgages if the commitment for the financing is obtained not later than one year after the later of the completion of or the placing into operation (exclusive of test and start-up periods) of such constructed, developed, repaired, altered or improved property; (ix) mortgages arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders contracts and subcontracts with or leases made at the request of real estatethe United States of America, bids or contracts (other than contracts for any state thereof, or any department, agency or instrumentality of the payment United States of money), deposits to secure public America or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar chargesany state thereof; (hx) Any mechanics', materialmen's, carriers' or other like liens arising in the ordinary course of business (including construction of facilities) in respect of obligations which are not due or which are being contested in good faith; (xi) any mortgage arising by reason of deposits with with, or the giving of any form of security to to, any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as regulations, which is required by law or governmental regulation as a condition to the transaction of any business business, or the exercise of any privilege privilege, franchise or license, or to enable the Issuer or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; (ixii) Mortgages upon rights-of-way; (j) Undetermined mortgages and for taxes, assessments or governmental charges incidental to construction or maintenance; (k) The right reserved tolevies not yet delinquent, or vested inmortgages for taxes, any municipality assessments or governmental charges or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The lien of taxes and assessments which are not at the time delinquent; (m) The lien of specified taxes and assessments which are levies already delinquent but the validity of which is being contested in good faith at the time by the Issuer or a Subsidiaryfaith; (nxiii) The lien reserved mortgages (including judgment liens) arising in leases for rent and for compliance connection with the terms of the lease legal proceedings so long as such proceedings are being contested in good faith and, in the case of leasehold estates;judgment liens, execution thereon is stayed; or (oxiv) Defects and irregularities any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any mortgage referred to in the titles foregoing clauses (i) to (xiii), inclusive; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement mortgage, and that such extension, renewal or replacement mortgage shall be limited to all or a part of the property which secured the mortgage so extended, renewed or replaced (plus improvements on such property). (b) Notwithstanding the foregoing provisions of this Section 3.5, the Company and any property (including rights-of-way and easements) one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by mortgages which are not material would otherwise be subject to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a Subsidiary, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easements, exceptions or reservations in any property of the Issuer or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a Subsidiary, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any obligations or duties, affecting the property of the Issuer or a Subsidiary, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The liens of any judgments foregoing restrictions in an aggregate amount which, together with all other Debt of the Company and its Restricted Subsidiaries which (if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions (not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning laws and ordinances; (v) Any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases now or hereafter existing and any renewals or extensions thereof; (x) Any lien on inventory and receivables incurred in the ordinary course of business Debt permitted to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any mortgage not permitted by be secured under clauses (ai) through (xxiv) above if above), does not at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do not exceed 10% of Consolidated Net Tangible Assets. In the event that the Issuer or a Subsidiary shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions of this Section 3.6, the Trustee is hereby authorized to enter into an indenture supplemental hereto and to take such action, if anyAssets (as defined above), as it may deem advisable to enable it to enforce effectively shown on the rights latest quarterly consolidated financial statements of the Holders Company preceding the date of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject to the provisions of Section 5.1, the Trustee, at its request, may receive an Opinion of Counsel as conclusive evidence that any such supplemental indenture or steps taken to secure the Notes equally and ratably comply with the provisions of this Sectiondetermination.

Limitations upon Liens. After In addition to the date hereof and so long as any Notes are Outstandingcovenants set forth in Article 10 of the Base Indenture, the Issuer will not, Company covenants and will not permit agrees for the benefit of the Notes that neither it nor any Subsidiary towill create, issueincur, issue or assume or guarantee any Indebtedness secured by a mortgageany Lien on any Principal Property now owned or hereafter acquired by the Company or any Restricted Subsidiary, pledgeand that neither the Company nor any Subsidiary will create, lienincur, security interest issue or encumbrance (assume any mortgage, pledge, lien, security interest Indebtedness secured by any Lien on any shares of stock or encumbrance being hereinafter in this Article referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) ofIndebtedness now existing, or upon, any property of created or acquired after the Issuer or Original Issue Date of any SubsidiaryRestricted Subsidiary (such shares of stock or Indebtedness of any Restricted Subsidiary being called "RESTRICTED SECURITIES"), without in any such case effectively providing concurrently with the incurrence, creation, issuance or assumption of any such Indebtedness or the grant of any Lien with respect to any such Indebtedness that the Notes (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes) shall be secured equally and ratably with (or prior to) such secured with Indebtedness, so long as such Indebtedness; providedsecured Indebtedness shall be so secured. The foregoing restriction shall not, however, that the foregoing restriction shall not apply toto Indebtedness secured by: (a) Any purchase money mortgage created by the Issuer Liens on any Principal Property or a Subsidiary to secure all or part Restricted Securities of the purchase price of Company or any property (or to secure a loan made to enable Subsidiary existing on the Issuer or a Subsidiary to acquire the property described in such mortgage), provided that the principal amount Original Issue Date of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquiredNotes; (b) Any mortgage existing Liens on any property Principal Property or Restricted Securities of any corporation existing at the time such corporation becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or Restricted Subsidiary, or at the time of a sale, lease or other disposition of the acquisition thereof by properties of a corporation as an entirety or substantially as an entirety to the Issuer Company or a Restricted Subsidiary, or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such corporation becoming a Restricted Subsidiary whether or not assumed by the Issuer in contemplation of any such merger or a Subsidiaryconsolidation or any such sale, and any mortgage on any property acquired lease or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided that, if assumed or created by the Issuer or a Subsidiary, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or the cost of the property constructeddisposition; (c) Any mortgage created or assumed by the Issuer or a Subsidiary Liens on any contract for Principal Property or Restricted Securities of the sale of any product or service Company or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any mortgage existing on any property of a Subsidiary at the time it becomes a Subsidiary and any mortgage on property existing at the time of acquisition thereof (including acquisition through merger or consolidation) or securing the payment of all or any part of the purchase price or construction cost thereof or securing any Indebtedness incurred prior to, at the time of or within 360 days after, the acquisition of such Principal Property or Restricted Securities or the completion of any such construction, whichever is later, for the purposes of financing all or any part of the purchase price or construction cost thereof,; (d) Liens on any Principal Property to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such Principal Property, or to secure Indebtedness incurred prior to, at the time of or within 360 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; (e) Any refunding or extension of maturity, in whole or in part, of any mortgage created or assumed in accordance with the provisions of subdivision (a), (b), (c) or (d) above or (j), (p), or (y) below, provided that the principal amount Liens which secure Indebtedness owing by a Subsidiary of the Indebtedness secured by such refunding mortgage or extended mortgage shall not exceed the principal amount of the Indebtedness secured by the mortgage to be refunded or extended outstanding at the time of such refunding or extension and that such refunding mortgage or extended mortgage shall be limited in lien Company to the same property that secured the mortgage so refunded Company or extendedto a Restricted Subsidiary; (f) Any mortgage created Liens on the property of the Company or assumed a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department, agency, instrumentality or political subdivision of the United States of America or any State thereof, (i) to secure partial, progress, advance or other payments pursuant to any contract or statute, (ii) securing Indebtedness incurred to finance all or any part of the purchase price or cost of constructing, installing or improving the property subject to such mortgages including mortgages to secure Indebtedness of the pollution control or industrial revenue bond type, or (iii) securing Indebtedness issued or guaranteed by the Issuer United States of America, any State thereof, any foreign country or a Subsidiary to secure loans to the Issuer any department, agency, instrumentality or a Subsidiary maturing within 12 months political subdivision of the date of creation thereof and not renewable or extendible by the terms thereof at the option of the obligor beyond any such 12 months, and made in the ordinary course of businessjurisdiction; (g) Mechanics’ or materialmen’s liens or any lien or charge arising by reason Liens in respect of pledges or deposits the Company's facilities in Byhalia, Mississippi to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for Indebtedness permitted to be incurred pursuant to the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar chargesCredit Facilities; (h) Any mortgage arising by reason of deposits with or the giving of any form of security Liens securing Indebtedness incurred pursuant to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements;Section 5.03(b)(iv) hereof; and (i) Mortgages upon rights-of-way; (j) Undetermined mortgages and charges incidental to construction any extension, renewal, substitution or maintenance; (k) The right reserved to, or vested in, any municipality or governmental or other public authority or railroad by the terms replacement of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The lien of taxes and assessments which are not at the time delinquent; (m) The lien of specified taxes and assessments which are delinquent but the validity of which is being contested in good faith at the time by the Issuer or a Subsidiary; (n) The lien reserved in leases for rent and for compliance with the terms of the lease Liens referred to in the case of leasehold estates; (o) Defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a Subsidiary, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easements, exceptions or reservations in any property of the Issuer or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a Subsidiary, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any obligations or duties, affecting the property of the Issuer or a Subsidiary, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning laws and ordinances; (v) Any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases now or hereafter existing and any renewals or extensions thereof; (x) Any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any mortgage not permitted by clauses (a) through (xh) above if at or the time of, and after giving effect toIndebtedness secured thereby. Notwithstanding the foregoing, the creation Company and any Subsidiary of the Company may create, incur, issue or assumption of any such mortgage, assume Indebtedness secured by a Lien which would otherwise be subject to the foregoing restrictions if the aggregate principal amount of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages Liens on Principal Properties and Restricted Securities then outstanding (not so including any Indebtedness secured by Liens permitted by to be incurred pursuant to clauses (a) through (xi) above do above) plus Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions that would otherwise be subject to the restrictions described in Section 5.08 hereof does not at the time such Indebtedness is incurred exceed 10an amount equal to 12.5% of Consolidated Net Tangible Assets. In For the event that the Issuer or a Subsidiary shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions purposes of this Section 3.65.02, the Trustee giving of a guarantee which is hereby authorized secured by a Lien on Principal Property or Restricted Securities, and the creation of a Lien on Principal Property or Restricted Securities to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject secure Indebtedness which existed prior to the provisions creation of Section 5.1such Lien, shall be deemed to involve the Trustee, at its request, may receive creation of Indebtedness in an Opinion amount equal to the principal amount guaranteed or secured by such Lien; but the amount of Counsel as conclusive evidence that Indebtedness secured by Liens on Principal Properties and Restricted Securities shall be computed without cumulating the underlying Indebtedness with any such supplemental indenture guarantee thereof or steps taken to secure Lien securing the Notes equally and ratably comply with the provisions of this Sectionsame.

Limitations upon Liens. After the date hereof and so long as any Notes are Outstanding, the Issuer will not, and will not permit any Subsidiary of the Issuer to, issue, assume or guarantee any Indebtedness secured by a mortgage, pledge, lien, security interest or encumbrance (any mortgage, pledge, lien, security interest or encumbrance being hereinafter in this Article IV referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) of, or upon, any property of the Issuer or of any SubsidiarySubsidiary of the Issuer, without effectively providing that the Notes shall be equally and ratably secured with such Indebtedness; provided, however, that the foregoing restriction shall not apply to: (a) Any any purchase money mortgage created by the Issuer or a Subsidiary of the Issuer to secure all or part of the purchase price of any property (or to secure a loan made to enable the Issuer or a Subsidiary of the Issuer to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired;; Exhibit 4.2 (b) Any any mortgage existing on any property at the time of the acquisition thereof by the Issuer or a Subsidiary of the Issuer whether or not assumed by the Issuer or a SubsidiarySubsidiary of the Issuer, and any mortgage on any property acquired or constructed by the Issuer or a Subsidiary of the Issuer and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided provided, however, that, if assumed or created by the Issuer or a SubsidiarySubsidiary of the Issuer, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or and/or the cost of the property constructed; (c) Any any mortgage created or assumed by the Issuer or a Subsidiary of the Issuer on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary of the Issuer and created not later than 12 months after (i) completion of such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any any mortgage existing on any property of a Subsidiary of the Issuer at the time it becomes a Subsidiary of the Issuer and any mortgage on property existing at the time of acquisition thereof,; (e) Any any refunding or extension of maturity, in whole or in part, of any mortgage created or assumed in accordance with the provisions of subdivision (a), (b), (c) or (d) above or (jo), (p), or (y) below, provided that the principal amount of the Indebtedness secured by such refunding mortgage or extended mortgage shall not exceed the principal amount of the Indebtedness secured by the mortgage to be refunded or extended outstanding at the time of such refunding or extension and that such refunding mortgage or extended mortgage shall be limited in lien to the same property that secured the mortgage so refunded or extended; (f) Any any mortgage created or assumed by the Issuer or a Subsidiary of the Issuer to secure loans to the Issuer or a Subsidiary of the Issuer maturing within 12 months of the date of creation thereof and not renewable or extendible extendable by the terms thereof at the option of the obligor beyond such 12 months, and made in the ordinary course of business; (g) Mechanicsmechanics’ or materialmen’s liens or any lien or charge arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges; (h) Any any mortgage arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or a Subsidiary of the Issuer to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements;; Exhibit 4.2 (i) Mortgages mortgages upon rights-of-way; (j) Undetermined undetermined mortgages and charges incidental to construction or maintenance; (k) The the right reserved to, or vested in, any municipality or governmental or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The the lien of taxes and assessments which are not at the time delinquent; (m) The the lien of specified taxes and assessments which are delinquent but the validity of which is being contested in good faith at the time by the Issuer or a SubsidiarySubsidiary of the Issuer; (n) The the lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; (o) Defects defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary of the Issuer nor on which it the Issuer or such Subsidiary customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a SubsidiarySubsidiary of the Issuer, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easementseasements, exceptions or reservations in any property of the Issuer or a Subsidiary of the Issuer granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a SubsidiarySubsidiary of the Issuer, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary;; Exhibit 4.2 (s) Any any obligations or duties, affecting the property of the Issuer or a SubsidiarySubsidiary of the Issuer, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The the liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning zoning laws and ordinances; (v) Any any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases leases now or hereafter existing and any renewals or extensions thereof; (x) Any any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any any mortgage not permitted by clauses (a) through (x) above if at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate amount of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do above, together with the total consolidated Attributable Debt in respect of Sale and Lease-Back Transactions permitted by Section 4.10(a) hereof, does not exceed 10% of Consolidated Net Tangible AssetsAssets of the Issuer. In the event that the Issuer or a Subsidiary of the Issuer shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions provision of this Section 3.64.09, the Trustee is hereby authorized to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject to the provisions of Section 5.1, the The Trustee, at its request, may receive shall be provided with an Opinion of Counsel as conclusive evidence that any such supplemental indenture or steps taken to secure the Notes equally and ratably comply with the provisions of this SectionSection 4.09.

Limitations upon Liens. After the date hereof and so long as any Notes are Outstanding, the Issuer (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, issue, assume or guarantee any Indebtedness indebtedness for money borrowed secured by a mortgage, pledge, lien, security interest or encumbrance (Lien upon any mortgage, pledge, lien, security interest or encumbrance being hereinafter in this Article referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) of, or upon, any property Principal Property of the Issuer Company or any Restricted Subsidiary or on any shares of capital stock of any SubsidiaryRestricted Subsidiary (whether such Principal Property or shares of stock are now owned or hereafter acquired) without in any such case making or causing to be made effective provision (and the Company covenants that in any such case it shall make or cause to be made effective provision) whereby the Securities of each series then Outstanding, without effectively providing that other than series which by their terms are not entitled to the Notes shall benefits of this Section, will be secured equally and ratably secured with with, or prior to, such Indebtednessindebtedness or guarantee; provided, however, it being understood that in such event the foregoing restriction shall not apply to: (a) Any purchase money mortgage created by the Issuer or a Subsidiary to Company may also so secure all or part any other such indebtedness of the purchase price Company or such Restricted Subsidiary entitled thereto, subject to any applicable priority of any property (or to secure a loan made to enable the Issuer or a Subsidiary to acquire the property described in such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired;payment. (b) Any mortgage The provisions of paragraph (a) of this Section shall not, however, apply to any indebtedness secured by any one or more of the following: (1) Liens on property, or shares of stock of or guaranteed by any corporation existing on any property at the time of the acquisition thereof by the Issuer or such corporation becomes a Subsidiary whether or not assumed by the Issuer or a Restricted Subsidiary, and any mortgage on any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided that, if assumed or created by the Issuer or a Subsidiary, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or the cost of the property constructed; (c2) Any mortgage created or assumed by the Issuer or a Subsidiary on any contract for the sale of any product or service or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any mortgage existing on any property of a Subsidiary at the time it becomes a Subsidiary and any mortgage Liens on property existing at the time of acquisition thereof,of such property by the Company or a Restricted Subsidiary, or Liens on property which secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by the Company or a Restricted Subsidiary, or Liens on property which secure any such indebtedness incurred or guaranteed by the Company or a Restricted Subsidiary incurred or guaranteed for the purpose of financing all or any part of the purchase price of such property or the construction of such property (including improvements to existing property) within 180 days after the latest of the acquisition, completion of construction (including any improvements on an existing property) or commencement of operation of such property; (e3) Any refunding Liens securing such indebtedness of a Restricted Subsidiary owing to the Company or extension to a wholly-owned Restricted Subsidiary; (4) Liens on property of maturitya corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a purchase, lease or other acquisition of the properties of a corporation or other Person as an entirety by the Company or a Restricted Subsidiary; (5) Liens on property of the Company or a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure any indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens within 180 days after the latest of the acquisition, completion of construction (including improvements on existing property) or commencement of operation of such property; or (6) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part, part of any mortgage created or assumed Liens referred to in accordance with the provisions of subdivision foregoing clauses (a1) to (5), (b)inclusive; provided, (c) or (d) above or (j)however, (p), or (y) below, provided that the principal amount of the Indebtedness such indebtedness secured by such refunding mortgage or extended mortgage thereby shall not exceed the principal amount of the Indebtedness such indebtedness so secured by the mortgage to be refunded or extended outstanding at the time of such refunding extension, renewal or extension replacement, and that such refunding mortgage extension, renewal or extended mortgage replacement shall be limited in lien to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements and construction on such property). (c) Notwithstanding the foregoing provisions of this Section 1008, the Company and any one or more Restricted subsidiaries may without securing any of the Securities issue, assume or guarantee indebtedness secured by any Lien which would otherwise be subject to the same property that secured the mortgage so refunded or extended; (f) Any mortgage created or assumed by the Issuer or a Subsidiary to secure loans to the Issuer or a Subsidiary maturing within 12 months foregoing restrictions in an aggregate amount which, together with all other indebtedness of the date Company and its Restricted Subsidiaries issued, assumed or guaranteed under the provisions of creation thereof and this subsection (c) (not renewable or extendible by the terms thereof at the option including indebtedness permitted to be secured under clauses (1) through (6) of the obligor beyond such 12 months, and made in the ordinary course of business; (g) Mechanics’ or materialmen’s liens or any lien or charge arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of moneySection 1008(b)), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges; (h) Any mortgage arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; (i) Mortgages upon rights-of-way; (j) Undetermined mortgages and charges incidental to construction or maintenance; (k) The right reserved to, or vested in, any municipality or governmental or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The lien of taxes and assessments which are does not at the time delinquent; (m) The lien of specified taxes and assessments which are delinquent but the validity of which is being contested in good faith at the time by the Issuer or a Subsidiary; (n) The lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; (o) Defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a Subsidiary, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easements, exceptions or reservations in any property of the Issuer or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a Subsidiary, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any obligations or duties, affecting the property of the Issuer or a Subsidiary, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning laws and ordinances; (v) Any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases now or hereafter existing and any renewals or extensions thereof; (x) Any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any mortgage not permitted by clauses (a) through (x) above if at the time of, and after giving effect to, the creation or assumption of any such mortgage, the aggregate of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a) through (x) above do not exceed 10% of Consolidated Net Tangible Assets. In the event that the Issuer or a Subsidiary shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions of this Section 3.6, the Trustee is hereby authorized to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject to the provisions of Section 5.1, the Trustee, at its request, may receive an Opinion of Counsel as conclusive evidence that any such supplemental indenture or steps taken to secure the Notes equally and ratably comply with the provisions of this Section.

Limitations upon Liens. After The Company covenants and agrees for the date hereof benefit of each series of Securities, other than any series established by or pursuant to a Board Resolution or in one or more supplemental indentures hereto which specifically provides otherwise, that neither it nor any Subsidiary will create, incur, issue or assume any Debt secured by any Lien on any Principal Property now owned or hereafter acquired by the Company or any Restricted Subsidiary, and that the Company or any Subsidiary will not create, incur, issue or assume any Debt secured by any Lien on any shares of stock or Debt now existing or owed or hereafter created or acquired of any Restricted Subsidiary (such shares of stock or Debt of any Restricted Subsidiary being called "Restricted Securities") without in any such case effectively providing concurrently with the incurrence, creation, issuance or assumption of any such Debt or the grant of any Lien with respect to any such Debt that the applicable series of Securities (together with, if the Company shall so determine, any other Debt of the Company or such 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, so long as any Notes are Outstanding, the Issuer will not, and will not permit any Subsidiary to, issue, assume or guarantee any Indebtedness such secured by a mortgage, pledge, lien, security interest or encumbrance (any mortgage, pledge, lien, security interest or encumbrance being hereinafter in this Article referred to as a “mortgage” or “mortgages” or as a “lien” or “liens”) of, or upon, any property of the Issuer or of any Subsidiary, without effectively providing that the Notes Debt shall be equally and ratably secured with such Indebtedness; providedso secured. The foregoing restriction shall not, however, that the foregoing restriction shall not apply toto Debt secured by: (a) Any purchase money mortgage created Liens on any Principal Property or Restricted Securities of the Company or any Subsidiary existing on the date of the original issuance by the Issuer or a Subsidiary to secure all or part Company of the purchase price applicable series of any property (Securities issued pursuant to this Second Supplemental Indenture or such other date as may be specified in or pursuant to secure a loan made Board Resolution and set forth in an Officers' Certificate pursuant to enable the Issuer or a Subsidiary to acquire the property described in which such mortgage), provided that the principal amount of the Indebtedness secured by any such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquiredseries is established; (b) Any mortgage existing Liens on any property Principal Property or Restricted Securities of any corporation existing at the time such corporation becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or Restricted Subsidiary, or at the time of a sale, lease or other disposition of the acquisition thereof by properties of a corporation as an entirety or substantially as an entirety to the Issuer Company or a Restricted Subsidiary, or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such corporation becoming a Restricted Subsidiary whether or not assumed by the Issuer in contemplation of any such merger or a Subsidiaryconsolidation or any such sale, and any mortgage on any property acquired lease or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) completion of such acquisition or construction or (ii) commencement of full operation of such property, whichever is later; provided that, if assumed or created by the Issuer or a Subsidiary, the principal amount of the Indebtedness secured by such mortgage, together with all other Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of the property acquired or the cost of the property constructeddisposition; (c) Any mortgage created or assumed by the Issuer or a Subsidiary Liens on any contract for Principal Property or Restricted Securities of the sale of any product or service Company or any rights thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any property acquired or constructed by the Issuer or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or (ii) commencement of full operation of such property, whichever is later; (d) Any mortgage existing on any property of a Subsidiary at the time it becomes a Subsidiary and any mortgage on property existing at the time of acquisition thereof,thereof (including acquisition through merger or consolidation) or securing the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of or within 360 days after, the acquisition of such Principal Property or Restricted Securities or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof (PROVIDED such liens are limited to such Principal Property or Restricted Securities, to improvements on such Principal Property and to any other property or assets not then constituting a Principal Property or Restricted Securities); (d) Liens on any Principal Property to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such Principal Property, or to secure Debt incurred prior to, at the time of or within 360 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 Principal Property, improvements thereon and any other property or assets not then constituting a Principal Property); (e) Any refunding or extension of maturity, in whole or in part, of any mortgage created or assumed in accordance with the provisions of subdivision (a), (b), (c) or (d) above or (j), (p), or (y) below, provided that the principal amount of the Indebtedness secured Liens which secure Debt owing by such refunding mortgage or extended mortgage shall not exceed the principal amount of the Indebtedness secured by the mortgage to be refunded or extended outstanding at the time of such refunding or extension and that such refunding mortgage or extended mortgage shall be limited in lien a Subsidiary to the same property that secured the mortgage so refunded Company or extendedto a Restricted Subsidiary; (f) Any mortgage created Liens on the property of the Company or assumed a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department, agency, instrumentality or political subdivision of the United States of America or any State thereof, (i) to secure partial progress, advance or other payments pursuant to any contract or statute, (ii) securing indebtedness incurred to finance all or any part of the purchase price or cost of constructing, installing or improving the property subject to such mortgages including mortgages to secure Debt of the pollution control or industrial revenue bond type, or (iii) securing indebtedness issued or guaranteed by the Issuer United States, any State, any foreign country or a Subsidiary to secure loans to the Issuer any department, agency, instrumentality or a Subsidiary maturing within 12 months political subdivision of the date of creation thereof and not renewable or extendible by the terms thereof at the option of the obligor beyond any such 12 months, and made in the ordinary course of business;jurisdiction; and (g) Mechanics’ any extension, renewal, substitution or materialmen’s liens or any lien or charge arising by reason of pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of taxes or assessments or other similar charges; (h) Any mortgage arising by reason of deposits with or the giving replacement of any form of security to any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Issuer or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to share in the privileges or benefits required for companies participating in such arrangements; (i) Mortgages upon rights-of-way; (j) Undetermined mortgages and charges incidental to construction or maintenance; (k) The right reserved to, or vested in, any municipality or governmental or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right, power, franchise, grant, license or permit; (l) The lien of taxes and assessments which are not at the time delinquent; (m) The lien of specified taxes and assessments which are delinquent but the validity of which is being contested in good faith at the time by the Issuer or a Subsidiary; (n) The lien reserved in leases for rent and for compliance with the terms of the lease Liens referred to in the case of leasehold estates; (o) Defects and irregularities in the titles to any property (including rights-of-way and easements) which are not material to the business of the Issuer and its Subsidiaries considered as a whole; (p) Any mortgages securing Indebtedness neither assumed nor guaranteed by the Issuer or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Issuer or a Subsidiary, which mortgages do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (q) Easements, exceptions or reservations in any property of the Issuer or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (r) Rights reserved to or vested in any municipality or public authority to control or regulate any property of the Issuer or a Subsidiary, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Issuer or such Subsidiary; (s) Any obligations or duties, affecting the property of the Issuer or a Subsidiary, to any municipality or public authority with respect to any franchise, grant, license or permit; (t) The liens of any judgments in an aggregate amount not in excess of $2,000,000 or the lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond; (u) Zoning laws and ordinances; (v) Any mortgage existing on any office equipment, data processing equipment (including computer and computer peripheral equipment) or transportation equipment (including motor vehicles, aircraft and marine vessels); (w) Leases now or hereafter existing and any renewals or extensions thereof; (x) Any lien on inventory and receivables incurred in the ordinary course of business to secure Indebtedness incurred for working capital purposes including liens incurred in connection with a sale of receivables; and (y) Any mortgage not permitted by clauses paragraphs (a) through (xf) above if at or the time ofDebt secured thereby; PROVIDED that (i) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same Principal Property or Restricted Securities that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property, and after giving effect to, plus any other property or assets not then constituting a Principal Property or Restricted Securities) and (ii) in the creation or assumption case of any such mortgage, the aggregate of all Indebtedness of the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses paragraphs (a) through (xc) above do above, the Debt secured by such Lien at such time is not increased. Notwithstanding the foregoing, the Company and any Subsidiary may create, incur, issue or assume Debt secured by a Lien which would otherwise be subject to the foregoing restrictions if the aggregate principal amount of all Debt secured by Liens on Principal Properties and Restricted Securities then outstanding (not including any such Debt secured by Liens permitted to be incurred pursuant to paragraphs (a) through (g) above) plus Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions that would otherwise be subject to the restrictions described in Section 1007 does not at the time such Debt is incurred exceed an amount equal to 10% of Consolidated Net Tangible Assets. In For the event that the Issuer or a Subsidiary shall hereafter secure the Notes equally and ratably with any other obligation or Indebtedness pursuant to the provisions purposes of this Section 3.61006, the Trustee giving of a guarantee which is hereby authorized secured by a Lien on a Principal Property or Restricted Securities, and the creation of a Lien on a Principal Property or Restricted Securities to enter into an indenture supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with such other obligation or Indebtedness. Subject secure Debt which existed prior to the provisions creation of Section 5.1such Lien, shall be deemed to involve the Trustee, at its request, may receive creation of Debt in an Opinion amount equal to the principal amount guaranteed or secured by such Lien; but the amount of Counsel as conclusive evidence that Debt secured by Liens on Principal Properties and Restricted Securities shall be computed without cumulating the underlying indebtedness with any such supplemental indenture guarantee thereof or steps taken to secure Lien securing the Notes equally and ratably comply with the provisions of this Sectionsame.