Common use of Restriction on Secured Debt Clause in Contracts

Restriction on Secured Debt. The Company will not, nor will it permit any of its Subsidiaries to, incur, issue, assume or guarantee any Debt secured by a Lien on any of its or any Subsidiary’s Principal Property, or on any share of capital stock or Debt of any Subsidiary, unless the Company secures or causes such Subsidiary to secure the Notes equally and ratably with (or, at the Company’s option, prior to) such secured Debt, for so long as such secured Debt is so secured; provided, however, that the foregoing restrictions will not apply to Debt secured by the following: (a) any Lien existing on the date of this Indenture; (b) Liens on property of, or on any shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary; (f) any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (g) Liens securing industrial revenue bonds, pollution control bonds or similar types of bonds; (h) mechanics and similar Liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j) Liens for taxes, assessments or governmental charges or levies which are not then delinquent or are being contested in good faith; (k) Liens put on any property in contemplation of its disposition, provided the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries; (l) Liens (including judgment liens) arising from legal proceedings being contested in good faith (and, in the case of judgment liens, execution thereof is stayed); and (m) any amendment, extension, renewal or replacement of any Liens referred to in the foregoing clauses (a) through (l) inclusive or any Debt secured thereby; provided that such extension, renewal or replacement shall be limited to all or part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the restrictions described above; provided that the aggregate amount of all such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may not exceed 15% of Consolidated Net Tangible Assets.

Restriction on Secured Debt. (a) The Company will notnot itself, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, incur, issue, assume or guarantee any Debt notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt"), secured by a Lien on pledge of, or mortgage or other lien on, any of its or any Subsidiary’s Principal Property, now owned or on hereafter owned by the Company or any share Restricted Subsidiary, or any shares of capital stock or Debt of any Subsidiary, unless Restricted Subsidiary held by or owed to the Company secures (any such pledges, mortgages and other liens being hereinafter in this Article called "Lien" or causes "Liens"), without effectively providing that the Securities of each series then Outstanding (together with, if the Company shall so determine, any other Debt of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to secure the Notes Securities of each series then Outstanding) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, for so long as such secured Debt is shall be so secured; provided, however, that the foregoing restrictions will this Section shall not apply to to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by the followingby: (a1) any Lien Liens existing on the date of this Indenture; (b2) Liens on property ofany Principal Property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date of this Indenture which are created or assumed contemporaneously with such acquisition, construction or improvement, or on within 120 days before or after the completion thereof, to secure or provide for the payment of all or any part of the cost of such acquisition, construction or improvement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of this Indenture; (3) Liens of or upon any property, shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens of or upon property, shares of capital stock or indebtedness of a corporation existing at the time such corporation becomes a Restricted Subsidiary); (4) Liens in favor of the Company or any Restricted Subsidiary; (5) Liens 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 political entity affiliated therewith, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including Liens incurred in connection with pollution control, industrial revenue or similar financings); (6) Liens imposed by law, such as mechanics', workmen's, repairmen's, materialmen's, carriers', warehousemen's, vendors' or other similar liens arising in the ordinary course of business, or governmental (federal, state or municipal) liens arising out of contracts for the sale of products or services by the Company or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; (f7) pledges or deposits under workmen's compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Lien securing indebtedness incurred Restricted Subsidiary is a party, or deposits to finance the purchase price secure public or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); provided that such Lien and the indebtedness secured thereby are incurred within twelve months statutory obligations of the later Company or any Restricted Subsidiary, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of acquisition any law, regulation or completion arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or deposits of construction (cash or additionobligations of the United States of America to secure surety, repairappeal or customs bonds to which the Company or any Restricted Subsidiary is a party, alteration or improvement) and full operation thereofdeposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (g) 8) Liens securing industrial revenue bondscreated by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, pollution control bonds including Liens arising out of judgments or similar types awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review or the time to appeal or petition for rehearing has not expired; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of bondsobtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party; (h9) mechanics Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; (10) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords' liens and other similar liens and encumbrances which, other than liens resulting from action of any governmental authority, do not interfere materially with the use of the property covered thereby in the ordinary course of the business of the Company or such Restricted Subsidiary and do not, in the opinion of the Company, materially detract from the value of such properties; (11) Liens arising in the ordinary course of business in respect of connection with obligations not due or being contested in good faith; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j) Liens for taxes, assessments or governmental charges or levies which that are not then delinquent overdue or which are being contested in good faithfaith and by appropriate proceedings, including, but not limited to, Liens under bid, performance and other surety bonds, supersedeas and appeal bonds, Liens on advance or progress payments received from customers under contracts for the sale, lease or license of goods, software or services and upon the products being sold or licensed, in each case securing performance of the underlying contract or the repayment of such advances in the event final acceptance or performances under such contracts does not occur; (k12) Liens put on arising solely by virtue of any property in contemplation statutory or common law provision relating to bankers' liens, rights of its disposition, provided the Company has set-off or similar rights and remedies as to deposit accounts or other funds maintained with a binding agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries;creditor depository institution; or (l) Liens (including judgment liens) arising from legal proceedings being contested in good faith (and, in the case of judgment liens, execution thereof is stayed); and (m13) any amendment, extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens Lien referred to in the foregoing clauses (a1) through to (l10), inclusive; provided, that (i) inclusive or any Debt secured thereby; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding replaced (plus improvements on such property) and (ii) the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a such Lien which would otherwise be subject to the restrictions described above; provided that the aggregate amount of all at such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may time is not exceed 15% of Consolidated Net Tangible Assetsincreased.

Restriction on Secured Debt. The Neither the Company will not, nor will it permit any of its Subsidiaries to, Subsidiary shall incur, issue, assume or guarantee any Debt secured by a Lien on any Principal Property of its the Company or any Subsidiary’s Principal Property, Subsidiary or on any share shares of capital stock of or Debt of any Subsidiary, unless the Company secures or causes such Subsidiary to secure without effectively providing that the Notes shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such secured Debt, for so long as such secured Debt is so secured; provided, however, that the foregoing restrictions will this limitation shall not apply to Debt secured by the followingto: (a) any Lien existing on the date of this Indenture; (b) Liens on property of, or on any shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary; (f) any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); , provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (g) Liens securing industrial revenue bonds, pollution control bonds or similar types of bonds; (h) mechanics and similar Liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j) Liens for taxes, assessments or governmental charges or levies which are not then delinquent or or, if delinquent, are being contested in good faith; (k) Liens put on any property in contemplation of its disposition, provided the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries; (l) Liens (including judgment liens) arising from legal proceedings being contested in good faith (and, in the case of judgment liens, execution thereof is stayed); and (m) any amendment, extension, renewal or replacement of any Liens referred to in the foregoing clauses (a) through (l) inclusive or any Debt secured thereby; , provided that such extension, renewal or replacement shall be limited to all or part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the restrictions described above; , provided that the aggregate amount of all such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) involving Principal Properties (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may not exceed 15% of Consolidated Net Tangible Assets.

Restriction on Secured Debt. The Company will not, nor will it permit any of its Subsidiaries to, incur, issue, assume or guarantee any Debt secured by a Lien on any of its or any Subsidiary’s Principal Property, or on any share of capital stock or Debt of any Subsidiary, unless the Company secures or causes such Subsidiary to secure the Notes equally and ratably with (or, at the Company’s option, prior to) such secured Debt, for so long as such secured Debt is so secured; provided, however, that the foregoing restrictions will not apply to Debt secured by the following: (a) any Lien existing on the date of this Indenture; (b) Liens on property of, or on any shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary; (f) any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (g) Liens securing industrial revenue bonds, pollution control bonds or similar types of bonds; (h) mechanics and similar Liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j) Liens for taxes, assessments or governmental charges or levies which are not then delinquent or are being contested in good faith; (k) Liens put on any property in contemplation of its disposition, provided the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries; (l) Liens Xxxxx (including judgment liens) arising from legal proceedings being contested in good faith (and, in the case of judgment liens, execution thereof is stayed); and (m) any amendment, extension, renewal or replacement of any Liens referred to in the foregoing clauses (a) through (l) inclusive or any Debt secured thereby; provided that such extension, renewal or replacement shall be limited to all or part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the restrictions described above; provided that the aggregate amount of all such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may not exceed 15% of Consolidated Net Tangible Assets.

Restriction on Secured Debt. The (a) Except as otherwise specified or contemplated by Section 301 for Securities of any series, the Company will notnot itself, nor and will it not permit any of its Subsidiaries toto create or have outstanding any mortgage, incurpledge, issuelien or other encumbrance (hereinafter in this Article called "Lien" or "Liens") on its property, assume shares of stock in Subsidiaries or guarantee any Debt secured by a Lien on any other corporations or other assets whether now owned or hereafter acquired (hereinafter collectively referred to as "Property"), without providing that the Securities of its or any Subsidiary’s Principal Propertyeach series then Outstanding (together with, or on any share of capital stock or Debt of any Subsidiary, unless if the Company secures or causes such Subsidiary to secure shall so determine, any other debt of the Notes Company ranking equally with the Securities of each series then Outstanding) shall be secured equally and ratably with (or, at the Company’s option, prior to) such secured Debtdebt, for so long as such secured Debt is debt shall be so secured; provided, however, that the foregoing restrictions will this Section shall not apply to Debt to, and there shall be excluded from secured by the followingdebt in any computation under this Section, debt secured by: (a1) any Lien Liens existing on the date of this Indenture; (b2) Liens securing all or part of the acquisition, development, refurbishing, improvement, or construction price of the property, including Liens securing 42 refinancings that do not exceed the acquisition, construction, development, refurbishing, or improvement price of the property; (3) Liens of or upon any property existing at the time of the acquisition thereof by the Company or any of its Subsidiaries (whether or not the Company or any of its Subsidiaries assumes the indebtedness secured by such liens) (4) Liens on property ofthe property, or on any shares of capital stock or other assets of a Subsidiary of the Company existing at the time the Subsidiary became or Debt ofbecomes a subsidiary; (5) Liens securing indebtedness of a Subsidiary of the Company owing to the Company or another Subsidiary of the Company or Liens securing indebtedness of the Company owing to any Subsidiary; (6) Liens on property, any Person shares of stock or other assets of a corporation existing at the time such Person corporation is merged with or into or consolidated with the Company or any Subsidiary one of its Subsidiaries or at the time the Company or one of its Subsidiaries purchases, leases or otherwise becomes a Subsidiaryacquires the properties of such corporation as an entirety or substantially as an entirety; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e7) Liens on property existing as to which the creditor has no or limited recourse to the Company or its Subsidiaries except to such property or the proceeds thereof; (8) Liens on property which do not materially detract from the value of such property; (9) the replacement, renewal or extension of any of the foregoing, including replacements, renewals and extensions in connection with refinancings provided that the principal amount outstanding at the time of acquisition thereof such replacement, renewal or extension of the indebtedness secured by the Company or any Subsidiarysuch liens shall not be increased; (f) any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (g10) Liens securing industrial revenue bonds, pollution control bonds or similar types in connection with legal proceedings with respect to any material property of bonds; (h) mechanics and similar Liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j) Liens for taxes, assessments or governmental charges or levies which are not then delinquent or are being contested in good faith; (k) Liens put on any property in contemplation of its disposition, provided the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries; (l11) Liens for taxes or assessments, landlords' liens, mechanics' liens, and other charges incidental to the conduct of business, or the ownership of the property, of the Company or any of its Subsidiaries (including judgment liens) charges arising from legal proceedings by operation of law), which are not incurred in connection with the borrowing of money or the securing of indebtedness, or which are not overdue or which are being contested by the Company or such Subsidiary in good faith faith, or deposits to obtain the release of such liens are made with any surety company or clerk of any court or are placed in escrow; (and12) Liens for penalties, in the case assessments, clean-up costs or other charges imposed by any governmental authority (including liens arising by operation of judgment liens, execution thereof is stayed)law) relating to matters of environmental protection; and (m13) any amendment, extension, renewal or replacement of any Liens referred to in not otherwise excepted from the foregoing clauses (a) through (l) inclusive or any Debt secured thereby; provided that such extension, renewal or replacement shall be limited restrictions with respect to all or part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the restrictions described above; provided that the an aggregate amount of all such secured Debt, together with all indebtedness of the Company (including its Subsidiaries) not in excess of an amount equal to 10 percent of the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may not exceed 15% of 's Consolidated Net Tangible Assets.

Restriction on Secured Debt. The Company will not, Neither the Guarantor nor will it permit any of its Subsidiaries to, Subsidiary shall incur, issue, assume or guarantee any Debt secured by a Lien on any Principal Property of its the Guarantor or any Subsidiary’s Principal Property, Subsidiary or on any share shares of capital stock Capital Stock of or Debt of any Subsidiary, unless the Company secures or causes such Subsidiary to secure without effectively providing that the Notes shall be secured equally and ratably with (or, at the Company’s optionoption of the Guarantor, prior to) such secured Debt, for so long as such secured Debt is so secured; provided, however, that the foregoing restrictions will this limitation shall not apply to Debt secured by the followingto: (a1) any Lien existing on the date of this Indenture; (b2) Liens on property of, or on any shares of capital stock Capital Stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c3) Liens in the CompanyGuarantor’s favor or in favor of any Subsidiary; (d4) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e5) Liens on property property, or on any shares of Capital Stock or Debt of any Subsidiary existing at the time of acquisition thereof by the Company (including through merger or any Subsidiaryconsolidation); (f6) any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); , provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (g7) Liens securing industrial revenue bonds, pollution control bonds or similar types of bonds; (h) 8) mechanics and similar Liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith; (i9) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j10) Liens for taxes, assessments or governmental charges or levies which are not then delinquent or or, if delinquent, are being contested in good faith; (k11) Liens put on any property in contemplation of its disposition, provided the Company Guarantor has a binding agreement to sell at the time the Lien is imposed and the Company Guarantor disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company Guarantor or any of its Subsidiaries; (l12) Liens (including judgment liens) arising from legal proceedings being contested in good faith (and, in the case of judgment liens, execution thereof is stayed); and (m13) any amendment, extension, renewal or replacement of any Liens referred to in the foregoing clauses (a1) through (l12) inclusive or any Debt secured thereby; , provided that such extension, renewal or replacement shall be limited to all or part of the same property, shares of capital stock Capital Stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding the foregoing, the Company Guarantor and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the restrictions described above; , provided that the aggregate amount of all such secured Debt, together with all the CompanyGuarantor’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) involving Principal Properties (with the exception of such transactions which are excluded as described in clauses (a1) through (e5) of Section 4.24.3), may not exceed 15% of Consolidated Net Tangible Assets.

Restriction on Secured Debt. (a) The Company will notnot itself, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, incur, issue, assume or guarantee any Debt notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt"), secured by a Lien on pledge of, or mortgage or other lien on, any of its or any Subsidiary’s Principal Property, now owned or on hereafter owned by the Company or any share Restricted Subsidiary, or any shares of capital stock or Debt of any Subsidiary, unless Restricted Subsidiary held by or owed to the Company secures (any such pledges, mortgages and other liens being hereinafter in this Article called "Lien" or causes "Liens"), without effectively providing that the Securities of each series then Outstanding (together with, if the Company shall so determine, any other Debt of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to secure the Notes Securities of each series then Outstanding) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, for so long as such secured Debt is shall be so secured; provided, however, that the foregoing restrictions will this Section shall not apply to to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by the followingby: (a1) any Lien Liens existing on the date of this Indenture; (b2) Liens on property ofany Principal Property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date of this Indenture which are created or assumed contemporaneously with such acquisition, construction or improvement, or on within 120 days before or after the completion thereof, to secure or provide for the payment of all or any part of the cost of such acquisition, construction or improvement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of this Indenture; (3) Liens of or upon any property, shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens of or upon property, shares of capital stock or indebtedness of a corporation existing at the time such corporation becomes a Restricted Subsidiary); (4) Liens in favor of the Company or any Restricted Subsidiary; (f5) Liens in favor of the United States of America or any Lien securing indebtedness State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof or political entity affiliated therewith, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred to finance for the purchase price purpose of financing all or any part of the cost of construction of acquiring, constructing or improving the property subject to such Liens (including Liens incurred in connection with pollution control, industrial revenue or additions, substantial repairs, alterations or substantial improvements theretosimilar financings); provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (g6) Liens securing industrial revenue bondsimposed by law, pollution control bonds such as mechanics', workmen's, repairmen's, materialmen's, carriers', warehousemen's, vendors' or other similar types of bonds; (h) mechanics and similar Liens liens arising in the ordinary course of business business, or governmental (federal, state or municipal) liens arising out of contracts for the sale of products or services by the Company or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; (7) pledges or deposits under workmen's compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in respect connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits in connection with obtaining or maintaining self- insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any Restricted Subsidiary is a party, or deposits in litigation or other proceedings such as, but not due limited to, interpleader proceedings; (8) Liens created by or resulting from any litigation or other proceeding which is being contested in good faithfaith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j9) Liens for taxes, taxes or assessments or governmental charges or levies not yet due or delinquent, or which are not then delinquent can thereafter be paid without penalty, or which are being contested in good faithfaith by appropriate proceedings; (k10) Liens put consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords' liens and other similar liens and encumbrances which, other than liens resulting from action of any property in contemplation of its dispositiongovernmental authority, provided do not interfere materially with the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes use of the property within one year after covered thereby in the creation ordinary course of the Liens and that any indebtedness secured by the Liens is without recourse to business of the Company or any of its Subsidiaries; (l) Liens (including judgment liens) arising from legal proceedings being contested in good faith (andsuch Restricted Subsidiary and do not, in the case opinion of judgment liensthe Company, execution thereof is stayed)materially detract from the value of such properties; andor (m11) any amendment, extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens Lien referred to in the foregoing clauses (a1) through to (l10), inclusive; provided, that (i) inclusive or any Debt secured thereby; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding replaced (plus improvements on such property) and (ii) the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a such Lien which would otherwise be subject to the restrictions described above; provided that the aggregate amount of all at such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may time is not exceed 15% of Consolidated Net Tangible Assetsincreased.

Restriction on Secured Debt. (a) The Company will notnot itself, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, incur, issue, assume or guarantee any Debt notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section 5.07 and in Section 5.08 only called `Debt'), secured by a Lien on pledge of, or mortgage or other lien on, any of its or any Subsidiary’s Principal Property, now owned or on hereafter owned by the Company or any share Restricted Subsidiary, or any shares of capital stock or Debt of any SubsidiaryRestricted Subsidiary (pledges, unless mortgages and other liens being hereinafter in this Section 5.07 and in Section 5.08 only called `Lien' or `Liens'), without effectively providing that the Loans and Reimbursement Obligations hereunder and all other amounts owing to any Bank or the Administrative Agent hereunder, and the Securities (as defined in the 1994 Indenture) of each series then Outstanding (as defined in the 1994 Indenture) (together with, if the Company secures shall so determine, any other Debt of the Company or causes such Restricted Subsidiary then existing or thereafter created which is not subordinate to secure the Notes Securities of each series then Outstanding) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, for so long as such secured Debt is shall be so secured; provided, however, that the foregoing restrictions will this Section 5.07 shall not apply to to, and there shall be excluded from secured Debt in any computation under this Section 5.07, Debt secured by the followingby: (ai) Liens on any Lien existing on Principal Property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date of this the 1994 Indenture which are created or assumed contemporaneously with such acquisition, construction or improvement, or within 120 days before or after the completion thereof, to secure or provide for the payment of all or any part of the cost of such acquisition, construction or improvement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of the 1994 Indenture;. (bii) Liens on property ofof or upon any property, or on any shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens of or upon property, shares of capital stock or indebtedness of a corporation existing at the time such corporation becomes a Restricted Subsidiary); (iii) Liens in favor of the Company or any Restricted Subsidiary; (fiv) Liens in favor of the United States of America or any Lien securing indebtedness State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof or political entity affiliated therewith, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred to finance for the purchase price purpose of financing all or any part of the cost of construction of acquiring, constructing or improving the property subject to such Liens (including Liens incurred in connection with pollution control, industrial revenue or additions, substantial repairs, alterations or substantial improvements theretosimilar financings); provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (gv) Liens securing industrial revenue bondsimposed by law, pollution control bonds such as mechanics', workmen's, repairmen's, materialmen's, carriers', warehousemen's, vendors' or other similar types of bonds; (h) mechanics and similar Liens liens arising in the ordinary course of business business, or governmental (federal, state or municipal) liens arising out of contracts for the sale of products or services by the Company or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; (vi) pledges or deposits under workmen's compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in respect connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits in connection with obtaining or maintaining self- insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old-age pensions, social security or similar matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any Restricted Subsidiary is a party, or deposits in litigation or other proceedings such as, but not due limited to, interpleader proceedings; (vii) Liens created by or resulting from any litigation or other proceeding which is being contested in good faithfaith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (jviii) Liens for taxes, taxes or assessments or governmental charges or levies not yet due or delinquent, or which are not then delinquent can thereafter be paid without penalty, or which are being contested in good faithfaith by appropriate proceedings; (kix) Liens put consisting of easements, rights-of-way, zoning restrictions, restrictions on any property the use of real property, and defects and irregularities in contemplation the title thereto, landlords' liens and other similar liens and encumbrances none of its disposition, provided which interferes materially with the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes use of the property within one year after covered thereby in the creation ordinary course of the Liens and that any indebtedness secured by the Liens is without recourse to business of the Company or any of its Subsidiaries; (l) Liens (including judgment liens) arising from legal proceedings being contested in good faith (andsuch Restricted Subsidiary and which do not, in the case opinion of judgment liensthe Company, execution thereof is stayed)materially detract from the value of such properties; andor (mx) any amendment, extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens Lien referred to in the foregoing clauses (ai) through to (lix), inclusive; provided, that (i) inclusive or any Debt secured thereby; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. replaced (plus improvements on such property) and (ii) the Debt secured by such Lien at such time is not increased. (b) Notwithstanding the foregoingrestrictions contained in paragraph (a) of this Section 5.07, the Company and its Subsidiaries Restricted Subsidiaries, or any of them, may incur, issue, assume or guarantee Debt secured by a Lien which would otherwise be subject Liens without equally and ratably securing the Loans and Reimbursement Obligations hereunder and all other amounts owing to any Bank or the Administrative Agent hereunder, and the Securities of each series then Outstanding, provided, that at the time of such incurrence, issuance, assumption or guarantee, after giving effect thereto and to the restrictions described above; provided that retirement of any Debt which is concurrently being retired, the aggregate amount of all outstanding Debt secured by Liens which could not have been incurred, issued, assumed or guaranteed by the Company or a Restricted Subsidiary without equally and ratably securing the Securities of each series then Outstanding except for the provisions of this paragraph (b) does not at such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may not time exceed 1510% of Consolidated Net Tangible AssetsAssets of the Company.

Restriction on Secured Debt. The Company will not, nor will it permit any of its Subsidiaries to, incur, issue, assume or guarantee any Debt secured by a Lien on any of its or any Subsidiary’s Principal Property, or on any share of capital stock or Debt of any Subsidiary, unless the Company secures or causes such Subsidiary to secure the Notes equally and ratably with (or, at the Company’s option, prior to) such secured Debt, for so long as such secured Debt is so secured; provided, however, that the foregoing restrictions will not apply to Debt secured by the following: (a) any Lien existing on the date of this Indenture; (b) Liens on property of, or on any shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary; (f) any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); , provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (g) Liens securing industrial revenue bonds, pollution control bonds or similar types of bonds; (h) mechanics and similar Liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j) Liens for taxes, assessments or governmental charges or levies which are not then delinquent or are being contested in good faith; (k) Liens put on any property in contemplation of its disposition, provided the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries; (l) Liens (including judgment liens) arising from legal proceedings being contested in good faith (and, in the case of judgment liens, execution thereof is stayed); and (m) any amendment, extension, renewal or replacement of any Liens referred to in the foregoing clauses (a) through (l) inclusive or any Debt secured thereby; , provided that such extension, renewal or replacement shall be limited to all or part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the restrictions described above; , provided that the aggregate amount of all such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may not exceed 15% of Consolidated Net Tangible Assets.

Restriction on Secured Debt. (a) The Company will notnot itself, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, incur, issue, assume or guarantee any Debt notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt"), secured by a Lien on pledge of, or mortgage or other lien on, any of its or any Subsidiary’s Principal Property, now owned or on hereafter owned by the Company or any share Restricted Subsidiary, or any shares of capital stock or Debt of any Subsidiary, unless Restricted Subsidiary held by or owed to the Company secures (any such pledges, mortgages and other liens being hereinafter in this Article called "Lien" or causes "Liens"), without effectively providing that the Securities of each series then Outstanding (together with, if the Company shall so determine, any other Debt of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to secure the Notes Securities of each series then Outstanding) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, for so long as such secured Debt is shall be so secured; providedPROVIDED, howeverHOWEVER, that the foregoing restrictions will this Section shall not apply to to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by the followingby: (a1) any Lien Liens existing on the date of this Indenture; (b2) Liens on property ofany Principal Property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date of this Indenture which are created or assumed contemporaneously with such acquisition, construction or improvement, or on within 120 days before or after the completion thereof, to secure or provide for the payment of all or any part of the cost of such acquisition, construction or improvement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of this Indenture; (3) Liens of or upon any property, shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens of or upon property, shares of capital stock or indebtedness of a corporation existing at the time such corporation becomes a Restricted Subsidiary); (4) Liens in favor of the Company or any Restricted Subsidiary; (f5) Liens in favor of the United States of America or any Lien securing indebtedness State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof or political entity affiliated therewith, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred to finance for the purchase price purpose of financing all or any part of the cost of construction of acquiring, constructing or improving the property subject to such Liens (including Liens incurred in connection with pollution control, industrial revenue or additions, substantial repairs, alterations or substantial improvements theretosimilar financings); provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (g6) Liens securing industrial revenue bondsimposed by law, pollution control bonds such as mechanics', workmen's, repairmen's, materialmen's, carriers', warehousemen's, vendors' or other similar types of bonds; (h) mechanics and similar Liens liens arising in the ordinary course of business business, or governmental (federal, state or municipal) liens arising out of contracts for the sale of products or services by the Company or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; (7) pledges or deposits under workmen's compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in respect connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits in connection with obtaining or maintaining self- insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any Restricted Subsidiary is a party, or deposits in litigation or other proceedings such as, but not due limited to, interpleader proceedings; (8) Liens created by or resulting from any litigation or other proceeding which is being contested in good faithfaith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j9) Liens for taxes, taxes or assessments or governmental charges or levies not yet due or delinquent, or which are not then delinquent can thereafter be paid without penalty, or which are being contested in good faithfaith by appropriate proceedings; (k10) Liens put consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords' liens and other similar liens and encumbrances which, other than liens resulting from action of any property in contemplation of its dispositiongovernmental authority, provided do not interfere materially with the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes use of the property within one year after covered thereby in the creation ordinary course of the Liens and that any indebtedness secured by the Liens is without recourse to business of the Company or any of its Subsidiaries; (l) Liens (including judgment liens) arising from legal proceedings being contested in good faith (andsuch Restricted Subsidiary and do not, in the case opinion of judgment liensthe Company, execution thereof is stayed)materially detract from the value of such properties; andor (m11) any amendment, extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens Lien referred to in the foregoing clauses (a1) through to (l10), inclusive; provided, that (i) inclusive or any Debt secured thereby; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding replaced (plus improvements on such property) and (ii) the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a such Lien which would otherwise be subject to the restrictions described above; provided that the aggregate amount of all at such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may time is not exceed 15% of Consolidated Net Tangible Assetsincreased.

Restriction on Secured Debt. The Company will not, nor will it permit any of its Subsidiaries to, incur, issue, assume or guarantee any Debt secured by a Lien on any of its or any Subsidiary’s Principal Property, or on any share of capital stock or Debt of any Subsidiary, unless the Company secures or causes such Subsidiary to secure the Notes equally and ratably with (or, at the Company’s option, prior to) such secured Debt, for so long as such secured Debt is so secured; provided, however, that the foregoing restrictions will not apply to Debt secured by the following: (a) any Lien existing on the date of this Indenture; (b) Liens on property of, or on any shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary; (f) any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); , provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (g) Liens securing industrial revenue bonds, pollution control bonds or similar types of bonds; (h) mechanics and similar Liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j) Liens for taxes, assessments or governmental charges or levies which are not then delinquent or are being contested in good faith; (k) Liens put on any property in contemplation of its disposition, provided the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries; (l) Liens (including judgment liens) arising from legal proceedings being contested in good faith (and, in the case of judgment liens, execution thereof is stayed); and (m) any amendment, extension, renewal or replacement of any Liens referred to in the foregoing clauses (a) through (l) inclusive or any Debt secured thereby; , provided that such extension, renewal or replacement shall be limited to all or part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the restrictions described above; , provided that the aggregate amount of all such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) involving Principal Properties (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may not exceed 15% of Consolidated Net Tangible Assets.

Restriction on Secured Debt. The Company will not, nor will it permit any of its Subsidiaries to, incur, issue, assume or guarantee any Debt secured by a Lien on any of its or any Subsidiary’s Principal Property, or on any share of capital stock or Debt of any Subsidiary, unless the Company secures or causes such Subsidiary to secure the Notes equally and ratably with (or, at the Company’s option, prior to) such secured Debt, for so long as such secured Debt is so secured; provided, however, that the foregoing restrictions will not apply to Debt secured by the following: (a) any Lien existing on the date of this Indenture; (b) Liens on property of, or on any shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary; (f) any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); , provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (g) Liens securing industrial revenue bonds, pollution control bonds or similar types of bonds; (h) mechanics and similar Liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j) Liens for taxes, assessments or governmental charges or levies which are not then delinquent or are being contested in good faith; (k) Liens put on any property in contemplation of its disposition, provided the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries; (l) Liens Xxxxx (including judgment liens) arising from legal proceedings being contested in good faith (and, in the case of judgment liens, execution thereof is stayed); and (m) any amendment, extension, renewal or replacement of any Liens referred to in the foregoing clauses (a) through (l) inclusive or any Debt secured thereby; , provided that such extension, renewal or replacement shall be limited to all or part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the restrictions described above; , provided that the aggregate amount of all such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) involving Principal Properties (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may not exceed 15% of Consolidated Net Tangible Assets.

Restriction on Secured Debt. (a) The Company will notnot itself, nor and will it not permit any of its Subsidiaries Subsidiary to, incur, issue, assume or guarantee any Debt notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called “Debt”), secured by a Lien on pledge of, or mortgage or other lien on, any of its Property, now owned or hereafter owned by the Company or any Subsidiary’s Principal Property, or on any share shares of capital stock or Debt of any SubsidiarySubsidiary (pledges, unless mortgages and other liens being hereinafter in this Article called “Lien” or “Liens”), without effectively providing that the Securities of each series then Outstanding (together with, if the Company secures shall so determine, any other Debt of the Company or causes such Subsidiary then existing or thereafter created which is not subordinate to secure the Notes Securities of each series then Outstanding) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, for so long as such secured Debt is shall be so secured; provided, however, that the foregoing restrictions will this Section shall not apply to to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by the followingby: (a) any Lien existing on the date of this Indenture; (b1) Liens on property ofany Property acquired, constructed or on any shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with improved by the Company or any Subsidiary after the date of this Indenture which are created or otherwise becomes a Subsidiaryassumed contemporaneously with such acquisition, construction or improvement, or within 180 days before or after the completion thereof, to secure or provide for the payment of all or any part of the cost of such acquisition, construction or improvement; (c2) Liens in the Company’s favor of or in favor upon any property, shares of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance capital stock or other payments pursuant to any contract or provision of any statute; (e) Liens on property Debt existing at the time of acquisition thereof thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens of or upon property, shares of capital stock or indebtedness of a Corporation existing at the time such Corporation becomes a Subsidiary); (3) Liens in favor of the Company or any Subsidiary; (f4) any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); provided that such Lien and the indebtedness secured thereby are incurred within twelve months Liens in favor of the later United States of acquisition America or completion any State thereof, or any department, agency or instrumentality or political subdivision of construction (the United States of America or additionany State thereof or political entity affiliated therewith, repairor in favor of any other country, alteration or improvement) and full operation any political subdivision thereof, to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute; (g5) Liens securing industrial revenue bondsimposed by law, pollution control bonds such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar types of bonds; (h) mechanics and similar Liens liens arising in the ordinary course of business business; (6) pledges or deposits under workmen’s compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in respect connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or any Subsidiary, or deposits in connection with obtaining or maintaining self- insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any Subsidiary is a party, or deposits in litigation or other proceedings such as, but not due limited to, interpleader proceedings; (7) Liens created by or resulting from any litigation or other proceeding which is being contested in good faithfaith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Subsidiary is a party; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j) 8) Liens for taxes, taxes or assessments or governmental charges or levies not yet due or delinquent, or which are not then delinquent can thereafter be paid without penalty, or which are being contested in good faithfaith by appropriate proceedings; (k9) Liens put consisting of easements, rights-of-way, zoning restrictions, restrictions on any property the use of real property, and defects and irregularities in contemplation the title thereto, landlords’ liens and other similar liens and encumbrances none of its disposition, provided which interfere materially with the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes use of the property within one year after covered thereby in the creation ordinary course of the Liens and that any indebtedness secured by the Liens is without recourse to business of the Company or any of its Subsidiaries; (l) Liens (including judgment liens) arising from legal proceedings being contested in good faith (andsuch Subsidiary and which do not, in the case opinion of judgment liensthe Company, execution thereof is stayed)materially detract from the value of such properties; andor (m10) any amendment, extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens Lien referred to in the foregoing clauses (a1) through to (l9), inclusive; provided, that (i) inclusive or any Debt secured thereby; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. replaced (plus improvements on such property) and (ii) the Debt secured by such Lien at such time is not increased. (b) Notwithstanding the foregoingrestrictions contained in Section 1007(a) of this Section, the Company and its Subsidiaries Subsidiaries, or any of them, may incur, issue, assume or guarantee Debt secured by a Lien which would otherwise be subject Liens without equally and ratably securing the Securities of each series then Outstanding, provided, that at the time of such incurrence, issuance, assumption or guarantee, after giving effect thereto and to the restrictions described above; provided that retirement of any Debt which is concurrently being retired, the aggregate amount of all such outstanding Debt secured Debtby Liens which could not have been incurred, issued, assumed or guaranteed by the Company or a Subsidiary without equally and ratably securing the Securities of each series then Outstanding except for the provisions of this subdivision (b), together with the aggregate amount of all the Company’s and its Subsidiaries’ Attributable Debt with in respect to sale of Sale and leaseback transactions (as defined below) (with the exception of Leaseback Transactions, does not at such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may not time exceed 1510% of Consolidated Net Tangible AssetsAssets of the Company.

Restriction on Secured Debt. (a) The Company will notnot itself, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, incur, issue, assume or guarantee any Debt notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt"), secured by a Lien on pledge of, or mortgage or other lien on, any of its or any Subsidiary’s Principal Property, now owned or on hereafter owned by the Company or any share Restricted Subsidiary, or any shares of capital stock or Debt of any Subsidiary, unless Restricted Subsidiary held by or owed to the Company secures (any such pledges, mortgages and other liens being hereinafter in this Article called "Lien" or causes "Liens"), without effectively providing that the Securities of each series then Outstanding (together with, if the Company shall so determine, any other Debt of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to secure the Notes Securities of each series then Outstanding) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, for so long as such secured Debt is shall be so secured; provided, however, that the foregoing restrictions will this Section shall not apply to to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by the followingby: (a1) any Lien Liens existing on the date of this Indenture; (b2) Liens on property ofany Principal Property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date of this Indenture which are created or assumed contemporaneously with such acquisition, construction or improvement, or on within 120 days before or after the completion thereof, to secure or provide for the payment of all or any part of the cost of such acquisition, construction or improvement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of this Indenture; (3) Liens of or upon any property, shares of capital stock of or Debt of, any Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens of or upon property, shares of capital stock or indebtedness of a corporation existing at the time such corporation becomes a Restricted Subsidiary); (4) Liens in favor of the Company or any Restricted Subsidiary; (5) Liens 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 political entity affiliated therewith, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including Liens incurred in connection with pollution control, industrial revenue or similar financings); (6) Liens imposed by law, such as mechanics', workmen's, repairmen's, materialmen's, carriers', warehousemen's, vendors' or other similar liens arising in the 57 63 ordinary course of business, or governmental (federal, state or municipal) liens arising out of contracts for the sale of products or services by the Company or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; (f7) pledges or deposits under workmen's compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Lien securing indebtedness incurred Restricted Subsidiary is a party, or deposits to finance the purchase price secure public or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); provided that such Lien and the indebtedness secured thereby are incurred within twelve months statutory obligations of the later Company or any Restricted Subsidiary, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of acquisition any law, regulation or completion arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or deposits of construction (cash or additionobligations of the United States of America to secure surety, repairappeal or customs bonds to which the Company or any Restricted Subsidiary is a party, alteration or improvement) and full operation thereofdeposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (g) 8) Liens securing industrial revenue bonds, pollution control bonds created by or similar types of bonds; (h) mechanics and similar Liens arising in the ordinary course of business in respect of obligations not due resulting from any litigation or other proceeding which is being contested in good faithfaith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party; (i) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license; (j9) Liens for taxes, taxes or assessments or governmental charges or levies not yet due or delinquent, or which are not then delinquent can thereafter be paid without penalty, or which are being contested in good faithfaith by appropriate proceedings; (k10) Liens put consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords' liens and other similar liens and encumbrances which, other than liens resulting from action of any property in contemplation of its dispositiongovernmental authority, provided do not interfere materially with the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes use of the property within one year after covered thereby in the creation ordinary course of the Liens and that any indebtedness secured by the Liens is without recourse to business of the Company or any of its Subsidiaries; (l) Liens (including judgment liens) arising from legal proceedings being contested in good faith (andsuch Restricted Subsidiary and do not, in the case opinion of judgment liensthe Company, execution thereof is stayed)materially detract from the value of such properties; andor (m11) any amendment, extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens Lien referred to in the foregoing clauses (a1) through to (l10), inclusive; provided, that (i) inclusive or any Debt secured thereby; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding replaced (plus improvements on such property) and (ii) the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a such Lien which would otherwise be subject to the restrictions described above; provided that the aggregate amount of all at such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may time is not exceed 15% of Consolidated Net Tangible Assetsincreased.

Restriction on Secured Debt. The After the date hereof, the Company will not, nor will it permit not at any of its Subsidiaries totime create, incur, issueassume or guarantee, and will not cause or permit a Restricted Subsidiary to create, incur, assume or guarantee guarantee, any Secured Debt secured (including the creation of Secured Debt by a Lien on any the securing of its or any Subsidiary’s Principal Property, or on any share of capital stock or Debt of any Subsidiary, unless existing indebtedness) without first making effective provision (and the Company secures covenants that in such case it will first make or causes cause to be made effective provision) whereby the Securities then outstanding and any other indebtedness of or guaranteed by the Company or such Restricted Subsidiary to secure the Notes then entitled thereto shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debtany and all other obligations and indebtedness thereby secured, for so long as any such secured Debt is other obligations and indebtedness shall be so secured; provided, however, provided that the foregoing restrictions will covenants shall not apply be applicable to Secured Debt secured solely by one or more of the followingfollowing Security Interests: (a1) Any Security Interest upon any Lien existing on property which is a parcel of real property, a manufacturing plant, a warehouse or an office building and which is hereafter acquired, constructed, developed or improved by the date of this Indenture; (b) Liens on property ofCompany or a Restricted Subsidiary, which Security Interest is created prior to or contemporaneously with, or on within 120 days after, (1) in the case of the construction, development or improvement of such property, the later to occur of the completion of such construction, development or improvement or the commencement of operation, use of commercial production (exclusive of test and start-up periods) of the property, which Security Interest secures or provides for the payment of all or any shares part of capital stock the acquisition cost of such property or Debt ofthe cost of construction, development or improvement thereof, as the case may be; (2) the acquisition by the Company or a Restricted Subsidiary of property subject to any Person Security Interest upon such property existing at the time of the acquisition thereof, which Security Interest secures obligations assumed by the Company or a Restricted Subsidiary; (3) any conditional sales agreement or other title retention agreement with respect to any property acquired by the Company or a Restricted Subsidiary; (4) any Security Interest existing on the property or on the outstanding shares or indebtedness of a corporation or firm at the time such Person corporation or firm shall become a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary; or (5) any Security Interest on property of a corporation or firm existing at the time such corporation or firm is merged into or consolidated with the Company or Restricted Subsidiary or otherwise becomes at the time of a sale, lease or other disposition of the properties of a corporation or firm as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary; provided in each case that any such Security Interest described in clauses (2), (3), (4) or (5) does not attach to or affect property owned by the Company or such Restricted Subsidiary prior to the event referred to in such clauses; (b) Any Security Interest to secure indebtedness of a Restricted Subsidiary to the Company or to another Restricted Subsidiary; (c) Liens in the Company’s favor or in favor of any Subsidiary; (d) Liens in favor of governmental bodies to secure progressMechanics', advance materialmen's, carriers' or other payments pursuant to any contract or provision of any statute; (e) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary; (f) any Lien securing indebtedness incurred to finance the purchase price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof; (g) Liens securing industrial revenue bonds, pollution control bonds or similar types of bonds; (h) mechanics and similar Liens 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; (id) Liens Any Security Interest arising from by reason of deposits with, or the giving of any form of security to, any governmental agency or any body crated or approved by law or governmental requisitions, which is required by law or governmental requisition as a condition to the transaction of business any business, or the exercise of any privilege, franchise or license; (je) Liens Security Interests for taxes, assessments or governmental charges or levies which are not then yet delinquent or are Security Interests for taxes, assessments or governmental charges or levies already delinquent but the validity of which is being contested in good faith; (kf) Liens put on any property in contemplation of its disposition, provided the Company has a binding agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries; (l) Liens Security Interests (including judgment liens) arising from in connection with legal proceedings so long as such proceedings are being contested in good faith (and, in the case of judgment liens, execution thereof thereon is stayed); and; (mg) Landlords' liens on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business; (h) Security Interests arising in connection with contracts and subcontracts with or made at the request of the United States of America, any amendmentstate thereof, or any department, agency or instrumentality of the United States or any state thereof; (i) Any Security Interest that secured an obligation issued by the United States of America or any state, territory or possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, in connection with the financing or the cost of the construction or acquisition of a Principal Facility or a part thereof; (j) Any Security Interest arising by reason of deposits to qualify the Company or a Restricted Subsidiary to conduct business, to maintain self- insurance, or to obtain the benefit of, or comply with, laws; (k) The extension of any Security Interest existing as of the date of this Indenture or a Principal Facility to additions, extensions or improvements thereto and not as the result of borrowing money or the securing of indebtedness incurred after that date; or (l) Any extension, renewal or replacement refunding (or successive extensions, renewals or refunding) in whole or in part of any Liens Secured Debt secured by any Security Interest referred to in the foregoing clauses subparagraphs (a) through (l) inclusive or any k), inclusive, provided that the principal amount of such Secured Debt secured thereby; provided that thereby shall not exceed the principal amount outstanding immediately prior to such extension, renewal or replacement refunding, and that the Security Interest securing such Secured Debt shall be limited to all the property which, immediately prior to such extension, renewal or part of the same refunding, secured such Secured Debt and additions to such property, shares of capital stock or Debt that secured the Lien extended, renewed or replaced. Notwithstanding the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the restrictions described above; provided that the aggregate amount of all such secured Debt, together with all the Company’s and its Subsidiaries’ Attributable Debt with respect to sale and leaseback transactions (as defined below) (with the exception of such transactions which are excluded as described in clauses (a) through (e) of Section 4.2), may not exceed 15% of Consolidated Net Tangible Assets.