Common use of Restrictions on Liens Clause in Contracts

Restrictions on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to, Incur any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture or thereafter acquired, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with such Lien. (b) The foregoing restrictions will not apply to: (1) the Incurrence of any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligations; and (6) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. No Borrower shall, or shall cause or permit any of its Subsidiaries at any time to, create, incur, assume or suffer to exist any mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of a vendor, (“Encumbrances”) upon or with respect to any property or assets, real or personal, of such Borrower, or assign or otherwise convey any right to receive income, except: (i) Encumbrances existing on the date of this Agreement and set forth on Exhibit B attached hereto; or (ii) In addition to the Encumbrances referred to in clause (i) hereof, Encumbrances securing Indebtedness for the purchase price of capital assets and capitalized leases to the extent such Indebtedness is permitted by Section 5.5(iii) hereof, provided that (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to, Incur any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, whether each such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property Encumbrance is owned at the date of the Indenture or thereafter acquired, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with such Lien. (b) The foregoing restrictions will not apply to: (1) the Incurrence of any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, given solely to secure or provide for the payment or financing of any part of the purchase price thereofof such property, or the assumption of does not extend to any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing property and is given at the time of such acquisition, or the acquisition of any shares the property, and (b) the Indebtedness secured thereby does not exceed the lesser of stockthe cost of such property or its fair market value at the time of acquisition; or (iii) Liens for taxes, Indebtedness or fees, assessments and other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only governmental charges to the shares extent that payment of stock, Indebtedness or other obligations the same is not required in accordance with the provisions of a Subsidiary or any Principal Property so acquired and fixed improvements thereon;Section 5.4 hereof; or (2iv) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Encumbrances in favor of the Company or any Restricted Subsidiary;Agent, for the ratable benefit of the Banks; or (4v) Liens of mechanics, laborers, materialmen, carriers and warehousemen arising by operation of law to secure payment for labor, materials, supplies or services incurred in the ordinary course of such Borrower’s business, but only if the payment thereof is not at the time required, such liens are junior to Encumbrances in favor of the Agent and such liens do not, individually or in the aggregate, materially detract from the value or limit the use of any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements;property subject thereto; or (5vi) any Lien on shares Deposits made in the ordinary course of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred such Borrower’s business in connection with workmen’s compensation, unemployment insurance, social security and other similar laws. In addition, the issuance of tax exempt government obligations; and (6) Borrowers shall not enter into or permit to exist any renewal of arrangement or substitution for agreement which directly or indirectly prohibits the Borrowers from creating or incurring any Lien permitted by any Encumbrance in favor of the preceding clauses (1) through (5), PROVIDED, in Agent for the case benefit of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, Banks and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to Agent under the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such LienLoan Documents.

Restrictions on Liens. (a) Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, Incur create or incur any Lien on any shares of stock, Indebtedness or other obligations stock of a Restricted Subsidiary or any Principal Property of the Company or of a Restricted Subsidiary, whether such those shares of stock, Indebtedness or other obligations stock of a Restricted Subsidiary or Principal Property is are owned at the date of original issuance of the Indenture first Securities of the series to be issued or thereafter acquiredacquired afterwards, without in any such case effectively providing that all unless the Company secures or causes the applicable Restricted Subsidiary to secure the Securities will outstanding under this Indenture (together with, if the Company shall so determine, any other Indebtedness or other obligations the terms of which (or the terms of any agreement evidencing or relating to which) require that such Indebtedness be directly secured so secured) equally and ratably with such (or, at the Company’s option, prior to) all Indebtedness secured by the particular Lien. (b) The foregoing restrictions will , so long as the Indebtedness is so secured. This covenant does not apply toin the case of: (1a) the Incurrence creation of any Lien on any shares of stock, Indebtedness or other obligations stock of a Restricted Subsidiary or any Principal Property acquired acquired, purchased or leased after the date of original issuance of the Indenture first Securities of the series to be issued (including acquisitions by way of merger or consolidation, and including capital lease or purchase money transactions in connection with any such acquisition) by the Company or a Restricted Subsidiary Subsidiary, contemporaneously with such that acquisition, purchase or lease, or within 120 days 18 months thereafter, to secure or provide for the payment or financing of any part of the purchase price thereofprice, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations stock of a Subsidiary or any Principal Property acquired after the date of original issuance of the Indenture first Securities of the series to be issued existing at the time of such the acquisition, purchase or lease or the acquisition of any shares of stock, Indebtedness or other obligations stock of a subsidiary Subsidiary or any Principal Property subject to any Lien without the assumption thereofof that Lien, PROVIDED provided that every such Lien referred to in this clause (1a) shall will attach only to the shares of stock, Indebtedness or other obligations stock of a Subsidiary or any Principal Property so acquired acquired, purchased or leased and fixed improvements thereon(and any accessions or additions thereto, and proceeds thereof) on that Principal Property; (2b) any Lien on any shares of stock, Indebtedness or other obligations stock of a Subsidiary or any Principal Property existing at on the date of original issuance of the Indenturefirst Securities of the series to be issued; (3c) any Lien on any shares of stock, Indebtedness or other obligations stock of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4d) any Lien on any Principal Property being constructed or improved securing loans to finance such the construction or improvementsimprovements of that property; (5e) any Lien created by a lease of any Principal Property, which under GAAP as in effect as of the date of original issuance of the first Securities of the series to be issued would be characterized as an operating lease, whether entered into before or after the date of original issuance of the first Securities of the series to be issued, including Liens arising under or in connection with Synthetic Leases or any refinancing, renewal, restructuring, substitution, extension, modification or replacement thereof to the extent permitted thereby; (f) any Lien on shares of stock, Indebtedness or other obligations stock of a Subsidiary or any Principal Property Incurred incurred in connection with the issuance of tax tax-exempt government governmental obligations, including, without limitation, qualified private activity bonds and similar financings; (g) any mechanics’, materialmen’s, carriers’, warehousemen’s or other similar Liens arising in the ordinary course of business with respect to obligations that are not yet overdue for a period of more than 90 days or that are being contested in good faith; (h) any Lien on any shares of stock of a Subsidiary or any Principal Property for taxes, assessments or governmental charges or levies that are not yet overdue for a period of more than 90 days or that are being contested in good faith; (i) any Lien on any Principal Property arising in connection with legal proceedings being contested in good faith, including any judgment Lien so long as execution on the Lien is stayed; (j) any landlord’s Lien on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business, and rights under leases, licenses, sub-leases, easements, rights-of-way, zoning and other restrictions, irregularities in title, and other similar Liens not materially impairing the use or value of the property involved; (k) Liens on property incurred in sale and lease-back transactions permitted under Section 6.10 below; (l) Liens on property or assets of a person existing at the time such person is merged into or consolidated with the Company or any of its Subsidiaries, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a person to the Company or any of its Subsidiaries, provided that such Lien was not incurred in anticipation of the merger, consolidation, or sale, lease, other disposition or other such transaction by which such person was merged into or consolidated with the Company or any of its Subsidiaries; (m) in the case of (i) any Subsidiary that is not a wholly owned Subsidiary or (ii) the equity interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any first rights of refusal, options, put and call arrangements, related to shares of stock or other equity interests in such Subsidiary or such other Person set forth in the constitutive documents or other applicable agreement of such Subsidiary or such other Person or any related joint venture, shareholders’, partnerships or similar agreement; (n) Liens in favor of the Trustee and/or the Holders granted in accordance with the Indenture; and (6o) any renewal of refinancing, renewal, restructuring, substitution, extension, modification or substitution replacement for any Lien permitted by any of the preceding clauses (1) through (5)clauses, PROVIDEDprovided that, in the case of a Lien permitted under clause clauses (1a), (2b) or (4)d) above, the debt amount of Indebtedness secured is not increased nor the Lien extended to any additional assets. (c) . Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6)this Section 6.09, and refinance, renew, extend restructure, substitute, extend, modify, or replace such those Liens, ; provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect theretoto the creation or assumption of such Liens or such refinancing, together with any sale and leaseback transactions permitted under Section 1006(b) hereofrenewal, restructuring, substitution, extension, modification or replacement thereof, Exempted Debt does not exceed 2015% of Consolidated Net Tangible AssetsAssets of the Company and its Subsidiaries. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. The Borrower will not, nor will the Borrower permit any of its Subsidiaries to, create or incur or suffer to be created or incurred or to exist any Lien; provided that the Borrower and any Subsidiary of the Borrower may create or -------- incur or suffer to be created or incurred or to exist: (a) The Company will not, and will not permit any Restricted Subsidiary Liens (other than Liens on Mortgaged Properties) in favor of the Company to, Incur any Lien Borrower on any shares of stock, Indebtedness all or other obligations of a Subsidiary or any Principal Property part of the Company or a Restricted Subsidiary, whether such shares assets of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date Subsidiaries of the Indenture or thereafter acquired, without in any such case effectively providing that all Borrower securing Indebtedness owing by Subsidiaries of the Securities will be directly secured equally and ratably with such Lien.Borrower to the Borrower; (b) The foregoing restrictions will Liens to secure taxes, assessments and other government charges or liens on properties to secure claims for labor, material or supplies to the extent that payment therefor shall not apply to:at the time be required to be made in accordance with the provisions of (S)9.8; (1c) the Incurrence of any Lien on any shares of stockdeposits or pledges made in connection with, Indebtedness or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other obligations social security obligations; (d) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by (S)10.1(d); (e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of (S)9.8; (f) encumbrances on Real Estate consisting of leases, licenses, easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor liens or any Principal Property encumbrances none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (g) Liens existing on the date hereof and listed on Schedule 10.2 -------- ---- hereto; (h) subject to the limitation set forth in (S)4.4.1 hereof, purchase money security interests in or purchase money liens on real or personal property other than Mortgaged Properties acquired after the date hereof to secure purchase money Indebtedness of the Indenture type and amount permitted by (including acquisitions by way S)10.1(q), incurred in connection with the acquisition of merger such property, which security interests or consolidation) by liens cover only the Company real or a Restricted Subsidiary contemporaneously with such acquisitionpersonal property so acquired; provided, or within 120 days thereafterhowever, to secure the extent all or provide for the payment or financing any portion of any part such -------- ------- Indebtedness is in excess of the purchase price thereofaggregate outstanding principal amount of $5,000,000 at any time, such security interest and/or lien shall be subordinated to the liens and security interests of the Agent on terms acceptable to the Agent, and such liens shall only be permitted to be incurred to the extent no Default or Event of Default has occurred and is continuing or would exist as a result of such incurrence; (i) subject to the assumption of any Lien upon any shares of stocklimitation set forth in (S)4.4.1 hereof, Indebtedness security interests in or other obligations of a Subsidiary or any Principal Property liens on Capital Assets acquired after the date hereof to secure the Indebtedness of the Indenture existing at the time of such acquisitiontype and amount permitted by (S)10.1(r), or incurred in connection with the acquisition of any shares of stocksuch property, Indebtedness which security interests or other obligations of a subsidiary liens cover only all or any Principal Property subject portion of the Capital Asset so acquired, and such liens shall only be permitted to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only be incurred to the shares extent no Default or Event of stock, Indebtedness Default has occurred and is continuing or other obligations would exist as a result of a Subsidiary or any Principal Property so acquired and fixed improvements thereonsuch incurrence; (2j) any Lien Liens on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal each Mortgaged Property existing at as and to the date of extent permitted by the IndentureMortgage applicable thereto; (3k) any Lien on any shares interests of stock, Indebtedness lessors under leases permitted by (S)10.1(g) or other obligations of a Subsidiary or any Principal Property (S)11.5; (l) Liens in favor of the Company or any Restricted SubsidiaryAgent for the benefit of the Banks and the Agent under the Loan Documents; (4m) any Lien on Principal Property Liens securing refinancing Indebtedness permitted under (S)10.1(s) hereof, but only to the extent that the Indebtedness so refinanced was secured, and only covering assets which secured the Indebtedness being constructed or improved securing loans to finance such construction or improvementsrefinanced; (5n) Liens (other than Liens on Mortgaged Properties) to secure the performance of tenders, bids, surety or performance bonds and other similar obligations incurred in the ordinary course of business consistent with past practices; (o) Liens in respect of any Lien transfer of certain credit card receivables solely for the purpose of facilitating collection on shares behalf of stock, Indebtedness or the Borrower and for the Borrower's account on such receivables; (p) Liens in respect of fuel swaps and other obligations hedging arrangements as permitted by (S)10.1(l) hereof; (q) interest of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligationslessees under leases; (r) Liens on equipment purchased as permitted by (S)10.1(t) hereof; and (6s) any renewal Liens on assets sold which were created solely by virtue of or substitution for any Lien an asset sale permitted by any of the preceding clauses (1) through (5), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assetsS)10.5.2. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary of Neither the Company tonor any Guarantor will incur, Incur create, assume or otherwise become liable in respect of any Lien Indebtedness secured by a Lien, or guarantee any Indebtedness with a guarantee which is secured by a Lien, on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Domestic Property of the Company or a Restricted Guarantor, as the case may be, or any shares of stock or Indebtedness of any Significant Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture or thereafter acquired, without in any such case effectively providing that all the Securities will of each Series (together with, if the Company or a Guarantor, as the case may be, shall so determine, any other Indebtedness of the Company or a Guarantor, as the case may be, then existing or thereafter created ranking equally with the Securities of each Series) shall be directly secured equally and ratably with (or, at the option of the Company or a Guarantor, as the case may be, prior to) such Lien. (b) The foregoing restrictions will secured Indebtedness, so long as such secured Indebtedness shall be so secured; provided, however, that this Section 4.08 shall not apply toto Indebtedness secured by: (1) the Incurrence of any Lien Liens existing on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of this Indenture; (2) Liens in favor of governmental bodies to secure progress, advance or other payments; (3) Liens existing on property, shares of stock or Indebtedness at the Indenture time of acquisition thereof (including acquisitions by way of acquisition through lease, merger or consolidation) by or Liens to secure the Company payment of all or a Restricted Subsidiary contemporaneously with such acquisitionany part of the purchase price thereof or the cost of construction, installation, renovation, improvement or development thereon or thereof or to secure any Indebtedness incurred prior to, at the time of, or within 120 360 days thereafterafter the later of the acquisition, to secure completion of such construction, installation, renovation, improvement or provide development or the commencement of full operation of such property or within 360 days after the acquisition of such shares or Indebtedness for the payment purpose of financing all or financing of any part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved Liens securing loans to finance such construction or improvementsIndebtedness in an aggregate amount which, at the time of incurrence and together with all outstanding Attributable Debt in respect of Sale and Leaseback Transactions permitted by clause (y) of the second paragraph of Section 4.09, does not exceed 10 percent of the Consolidated Net Tangible Assets of the Company; (5) any Lien on shares of stock, Liens to secure Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligationsthan Funded Debt; and (6) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of or substitution for any Lien permitted by any of referred to in the preceding foregoing clauses (1) through to (5) inclusive; provided, that such extension, renewal or replacement of such Lien is limited to all or any part of the same property, shares of stock or Indebtedness that secured the Lien extended, renewed or replaced (plus improvements on such property), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt and that such secured Indebtedness at such time is not increased nor the Lien extended to increased. If at any additional assets. (c) Notwithstanding the foregoing, time the Company or a Guarantor, as the case may be, shall incur, create, assume or otherwise become liable in respect of any Restricted Indebtedness secured by a Lien, or guarantee any Indebtedness with a guarantee which is secured by a Lien, on any Principal Domestic Property of the Company or a Guarantor, as the case may be, or any shares of stock or Indebtedness of any Significant Subsidiary may create or assume Liens in addition to those other than as permitted by under clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 10064.08, the giving Company or a Guarantor, as the case may be, shall promptly deliver to the Trustee (i) an Officers' Certificate stating that the covenant of the Company or a guarantee which is secured by a Lien on any shares of stockGuarantor, Indebtedness or other obligations of a Subsidiary or any Principal Propertyas the case may be, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure the Securities equally and ratably with such secured Indebtedness pursuant to this Section 4.08 has been complied with and (ii) an Opinion of Counsel that existed prior to such covenant has been complied with and that any instruments executed by the creation Company or a Guarantor, as the case may be, in performance of such Lien, shall be deemed to involve covenant comply with the creation requirements of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Liencovenant.

Restrictions on Liens. (a) The Company will not, and will not permit any Restricted Principal Subsidiary of the Company to, Incur issue, assume or guarantee any Indebtedness for money borrowed (“Debt”) if such Debt is secured by any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or upon any Principal Property of the Company or a Restricted any Principal Subsidiary, or on any stock or Indebtedness of any Principal Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the this Indenture or thereafter hereafter acquired, without in making effective provision to secure any such case effectively providing that all the Securities will be directly secured outstanding Notes equally and ratably with the other Indebtedness of the Company or any Principal Subsidiary thereby secured for so long as any such Lien.other Indebtedness of the Company or any Principal Subsidiary shall be so secured. Notwithstanding anything to the contrary herein, the Company’s obligation to secure any outstanding Notes shall not prevent, restrict or apply to any Debt secured by the following types of Liens: (a) Liens on property, stock or Indebtedness existing as of the date of the first issuance of the Notes; (b) The foregoing restrictions will not apply to: (1) the Incurrence of any Lien Liens on any shares of stockproperty acquired, Indebtedness constructed or other obligations of a Subsidiary improved, which are created or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary assumed contemporaneously with or within 180 days after such acquisition, or completion of such construction or improvement, whichever is later, (or within 120 days thereafter, six months thereafter pursuant to a firm commitment for financing arrangements entered into within such 180-day period) to secure or provide for the payment of all or a portion of the purchase price or cost thereof; (c) Liens on property, stock or Indebtedness of any Person existing at the time of its acquisition by the Company or any Principal Subsidiary (including acquisition through merger or consolidation or acquisition of stock or assets or otherwise) or arising thereafter pursuant to contractual commitments entered into prior to such acquisition; provided that such Lien does not apply to any property owned by the Company or a Principal Subsidiary prior to the date of such acquisition other than, in the case of any construction or improvement, any previously unimproved real property on which the property so constructed, or improved, is located; (d) Liens to secure Debt of the Company or a Subsidiary of the Company that is payable to the Company or to a Subsidiary of the Company; (e) Liens on any property located outside the United States and stock or Indebtedness of any Foreign Subsidiary of the Company; (f) Liens in favor of the Company or its Subsidiaries; (g) Liens in favor of governmental bodies to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing of all or any part of the purchase price thereofor cost of constructing or improving the property subject to such Liens; (h) Liens for the sole purpose of extending, renewing or the assumption of replacing, in whole or in part, Debt secured by any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary referred to in clauses (a) to (g) above or any Principal Property acquired after Lien existing on the date of this Second Supplemental Indenture, provided that the Indenture existing principal amount of Debt secured thereby shall not exceed the principal amount of Debt secured at the time of such acquisitionextension, renewal or replacement and such lien shall be limited to all or a part of the acquisition of any shares of stockproperty which secured the Debt being extended, Indebtedness renewed or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every replaced (plus improvements on such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon;property); or (2i) any Lien on any shares of stockLiens securing other Debt up to an aggregate amount that, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at together with the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans liability attributable to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred leases entered into in connection with sale and lease-back transactions existing at such time (discounted at the issuance rate of tax exempt government obligations; and (6) any renewal interest in the lease, or if not in the lease at a rate of or substitution for any Lien permitted interest that is equivalent to the rate of interest that is then being charged with respect to Indebtedness secured by any of the preceding clauses (1) through (5like liens on like property), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 2015% of Consolidated Net Tangible AssetsWorth. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will notnot itself, and will not permit any Restricted Principal Subsidiary of the Company to, Incur incur, issue, assume or guarantee any Lien on any shares of stocknotes, Indebtedness bonds, debentures or other obligations similar evidences of a Subsidiary indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section 1008 called "Debt"), secured by pledge of, or mortgage or other lien on, any Principal Manufacturing Property of the Company or a Restricted any Principal Subsidiary, whether such or any shares of stockstock or Debt of any Principal Subsidiary (pledges, Indebtedness mortgages and other liens being hereinafter in this Section 1008 called "Mortgage" or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture or thereafter acquired"Mortgages"), without in any such case effectively providing that all the Securities will then Outstanding together with, if the Company shall so determine, any other Debt of the Company or such Principal Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be directly secured equally and ratably with (or prior to) such Lien. (b) The foregoing restrictions will secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company and its Principal Subsidiaries in respect of sale and leaseback transactions as defined in Section 1009 would not exceed 10% of Consolidated Net Tangible Assets; provided, however, that this Section shall not apply to: , and there shall be excluded from secured Debt in any computation under this Section, Debt secured by (1) the Incurrence of any Lien Mortgages on property of, or on any shares of stockstock or Debt of, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture corporation existing at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of corporation became a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; Subsidiary; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Mortgages in favor of the Company or any Restricted Principal Subsidiary; (3) Mortgages in favor of the United States of America, or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; (4) Mortgages on property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any Lien on Principal Property being constructed part of the purchase price or improved securing loans construction cost thereof or to finance secure any Debt incurred prior to, at the time of, or within 120 days after, the acquisition of such property or shares or Debt or the completion of any such construction for the purpose of financing all or improvements; any part of the purchase price or construction cost thereof; (5) any Lien Mortgages on shares of stockproperty or buildings that comprise, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred will comprise, the Company's new headquarters facility in connection with the issuance of tax exempt government obligationsPeapack/Gladstone, New Jersey; and and (6) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of or substitution for any Lien permitted by any of Mortgage referred to in the preceding foregoing clauses (1) through to (5)) inclusive; provided, PROVIDED, that in the case of a Lien permitted under clause clauses (1), (2) or to (4), the debt secured is not increased nor the Lien extended to any additional assets. (ci) Notwithstanding the foregoingsuch extension, the Company renewal or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.replacement

Restrictions on Liens. (a) The Company will notshall not issue, assume or guarantee, and will shall not permit any Restricted Subsidiary of the Company toto issue, Incur assume or guarantee, any Lien on Indebtedness which is secured by a mortgage, pledge, security interest, lien or encumbrance (any mortgage, pledge, security interest, lien or encumbrance is referred to as a “Lien” or “Liens”) upon any Principal Property, or upon shares of stock, capital stock or evidences of Indebtedness or other obligations of a Subsidiary or issued by any Principal Property of the Company or a Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture or thereafter acquired, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with such Lien. (b) The foregoing restrictions will not apply to: (1) the Incurrence of any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligations; and (6) any renewal of or substitution for any Lien permitted owned by any of the preceding clauses (1) through (5), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create (whether such Principal Property, shares or assume Liens evidences of Indebtedness are owned as of the date of this First Supplemental Indenture or later acquired) without effectively providing that the Notes (together with, if the Company shall so determine, any of the Company’s or its Subsidiaries’ other Indebtedness that ranks equally with the Notes) shall be equally and ratably secured by a Lien ranking ratably with and equal to (or at the Company’s option, prior to) such secured Indebtedness. The foregoing restriction shall not apply to Permitted Liens. (b) Notwithstanding the restrictions set forth in addition to those permitted by clauses (1) through (6Section 3.1(a), the Company and renewany Restricted Subsidiary may issue, extend assume or replace such Liensguarantee Indebtedness secured by a Lien that would otherwise be subject to the restrictions set forth in Section 3.1(a), provided that without equally and ratably securing the Notes, if at the time of such creation, assumption, renewal, extension or replacement of such Lienof, and immediately after giving effect theretoto, the creation or assumption of any such Lien and the application of the proceeds of the Indebtedness in respect thereof, the aggregate amount of all of the Company’s and its Restricted Subsidiaries’ Indebtedness that are secured by all such Liens that are not Permitted Liens together with any sale the Attributable Debt in respect of Sale and leaseback transactions Lease-Back Transactions permitted under Section 1006(b3.2(1) hereof, Exempted Debt does that are in existence at such time (less the aggregate amount of net proceeds of such Sale and Lease-Back Transactions that have been applied as described in Section 3.2(2) do not exceed 2015% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Except as otherwise provided herein or pursuant hereto, the Company will not, and will not permit any Restricted Designated Subsidiary of the Company to, Incur incur any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture or thereafter acquired, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with such Lien. (b) The foregoing restrictions will not apply to: (1) the Incurrence of any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligations; and (6) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness indebtedness or other obligations of a Subsidiary or on any Principal Property, and Property of the creation of Company or a Lien on any shares of Designated Subsidiary (such stock, indebtedness or other obligations and Principal Property being collectively referred to as "Property"), unless the Company secures or causes such Designated Subsidiary to secure the Notes (together with, if the Company shall so determine, any other Indebtedness of the Company or such Designated Subsidiary then existing or thereafter created ranking equally with the Notes, including guarantees of indebtedness of others) equally and ratably with (or prior to) such Indebtedness, so long as such Indebtedness shall be so secured; provided that such restrictions shall not apply in the case of Indebtedness secured by: (i) Liens on Property existing at the time of acquisition thereof or to secure the payment of all or any part of the purchase price thereof or to secure any Indebtedness incurred prior to, at the time of or within 180 days after the acquisition of such Property for the purpose of financing all or any part of the purchase price thereof; (ii) Liens securing Indebtedness owing by the Company to a Designated Subsidiary or by a Designated Subsidiary to the Company or any other Designated Subsidiary; (iii) Liens on Property of any entity, or on the stock, indebtedness or other obligations of such entity, existing at the time (a) such entity becomes a Designated Subsidiary, (b) such entity is merged into or consolidated with the Company or a Designated Subsidiary or (c) the Company or a Designated Subsidiary acquires all or substantially all of the assets of such entity, provided that no such Lien extends to any Principal other Property; (iv) Liens on Property to secure any Indebtedness incurred to provide funds for all or any part of the cost of development of or improvements to such Property, which Indebtedness is incurred prior to, at the time of or within 180 days after the completion of such development or improvements; (v) any Lien on Property to secure Indebtedness or other indebtedness incurred in connection with any financing undertaken in accordance with Section 103 of the Internal Revenue Code of 1986, as amended, or any replacement law; (vi) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that existed (a) any such Lien attaches to such property within twelve months after the acquisition thereof and (b) such Lien attaches solely to the property so acquired; (vii) Liens securing indebtedness of a successor corporation to the Company to the extent permitted by the Indenture; (viii) Liens created, incurred or assumed in connection with an industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Designated Subsidiary and any federal, state or municipal government or other governmental body or quasi-governmental agency; and (ix) any renewal, extension or replacement (in whole or in part) of any Lien permitted pursuant to exceptions (i) through (viii) above or of any Indebtedness secured thereby, provided that such extension, renewal or replacement Lien shall be limited to all or any part of the same Property that secured the Lien extended, renewed or replaced (plus improvements on such Property). Notwithstanding the foregoing restrictions, the Company may, and may permit any Designated Subsidiary to, incur Indebtedness secured by Liens on Property which are not otherwise excepted without equally and ratably securing the Notes, provided that the sum of all such Indebtedness outstanding (including the amount then being incurred) does not exceed 10% of Consolidated Net Assets immediately prior to the creation of time such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lienis incurred.

Restrictions on Liens. (a) The Company will Unless otherwise provided for a particular Series of Securities in a Board Resolution, a supplemental indenture or an Officers' Certificate, except as provided in Section 4.06, the Issuers shall not, and will shall not permit any Restricted Subsidiary of the Company to, Incur create or suffer to exist any Lien to secure any Indebtedness of any Issuer or Restricted Subsidiary on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company any Issuer or a Restricted Subsidiary, whether without making, or causing such shares of stockRestricted Subsidiary to make, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date effective provision to secure all of the Indenture or thereafter acquiredSecurities of all Series offered hereunder and then outstanding by such Xxxx, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with any and all other such Lien. (b) The Indebtedness thereby secured, so long as such other Indebtedness is so secured, except that the foregoing restrictions will shall not apply to: (1a) Liens on property of a Person existing at the Incurrence time such Person is merged into or consolidated with any Issuer or Restricted Subsidiary or at the time of sale, lease or other disposition of the properties of such Person (or a division thereof) as an entirety or substantially as an entirety to any Issuer or Restricted Subsidiary; (b) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or existing on property prior to the acquisition thereof by any Issuer or Restricted Subsidiary; (c) Liens securing Indebtedness between a Restricted Subsidiary and an Issuer or between Restricted Subsidiaries or Issuers; (d) Liens on any property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property, whether directly or indirectly, by way of share disposition or otherwise, provided that the applicable Issuer or Restricted Subsidiary must dispose of such property within 180 days after the creation of such Liens and that any Indebtedness secured by such Liens shall be without recourse to any Issuer or Restricted Subsidiary; (e) 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 in favor of any Lien on country, or any shares political subdivision thereof, to secure partial, progress, advance or other payments, or performance of stockany other similar obligations, Indebtedness including, without limitation, Liens to secure pollution control bonds or industrial revenue or other similar types of bonds; (f) Xxxxx imposed by law, such as carriers', warehousemen's and mechanics' Liens and other similar Liens arising in the ordinary course of business which secure obligations not more than 60 days past due or which are being contested in good faith and by appropriate proceedings; (g) Liens incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a Subsidiary like nature, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or any Principal Property acquired after credit or the date payment of the Indenture deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of the business of the Issuers and their respective Subsidiaries taken as a whole; (including acquisitions h) Xxxxx incurred to secure appeal bonds and judgment and attachment Liens, in each case in connection with litigation or legal proceedings which are being contested in good faith by way of merger appropriate proceedings so long as reserves have been established to the extent required by GAAP; (i) pledges or consolidation) by the Company deposits under workmen's compensation laws, unemployment insurance laws or a Restricted Subsidiary contemporaneously with such acquisitionsimilar legislation, or within 120 days thereaftergood faith deposits in connection with bids, to secure or provide tenders, contracts (other than for the payment of Indebtedness) or financing leases to which any Issuer or Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of an Issuer or Restricted Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business; (j) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character; (k) Liens granted to any bank or other institution on the payments to be made to such institution by an Issuer or Subsidiary thereof, pursuant to any interest rate swap or similar agreement or foreign currency hedge, exchange or similar agreement designed to provide protection against fluctuations in interest rates and currency exchange rates, respectively, provided that such agreements are entered into in, or are incidental to, the ordinary course of business; (l) Liens arising solely by virtue of any part statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies, in each case as to any deposit account or any other fund maintained with a creditor depository institution, provided that (1) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the applicable Issuer or Restricted Subsidiary in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (2) such deposit account is not intended by such Issuer or Restricted Subsidiary to provide collateral to the depository institution; (m) Liens arising from Uniform Commercial Code financing statements regarding leases; (n) the giving, simultaneously with or within 180 days after the latest of the purchase price thereofClosing Date, or the assumption acquisition, construction, improvement, development or expansion of such property, of a purchase money Lien on property acquired, constructed, improved, developed or expanded after the Closing Date, or the acquisition, construction, improvement, development or expansion after the Closing Date, of property subject to any Lien which is limited to such property; (o) the giving of a Lien on real property which is the sole security for Indebtedness incurred within two years after the latest of the Closing Date, or the acquisition, construction, improvement, development or expansion of such property, provided that the holder of such Indebtedness is entitled to enforce its payment only by resorting to such security; (p) Liens arising by the terms of letters of credit entered into in the ordinary course of business to secure reimbursement obligations thereunder; (q) Liens existing on the Closing Date; (r) Liens for taxes, assessments and other governmental charges or levies not yet due or as to which the period of grace, if any related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; and (s) extension, renewal, replacement or refunding of any Lien upon existing on the Closing Date or referred to in clauses (a) to (k) and (n) to (o) and (q), provided that the principal amount of Indebtedness secured thereby and not otherwise authorized by clauses (a) to (k) and (n) to (o) and (q) shall not exceed the principal amount of Indebtedness, plus any shares of stockpremium or fee payable in connection with any such extension, Indebtedness renewal, replacement or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing refunding, so secured at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligations; and (6) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumptionextension, renewal, extension replacement or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assetsrefunding. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company Subject to the following exceptions, as long as any Debt Securities remain Outstanding, NNC and the Issuer will not, and will not permit any Restricted Subsidiary Subsidiary, to issue, assume or guarantee any Funded Debt secured by, and will not secure any Funded Debt by, a Lien upon any property of NNC, the Company to, Incur any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary Issuer or any Principal Property of the Company Restricted Subsidiary (whether now owned or a Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture or thereafter hereafter acquired, ) without in any such case effectively providing concurrently therewith that all the Debt Securities will then Outstanding shall be directly secured equally and ratably with such Lien.Funded Debt; provided that the foregoing restrictions shall not apply to Funded Debt secured by the following Liens (“Permitted Liens”): (bi) The foregoing restrictions will not apply to:any Lien existing on property at the time of the acquisition of that property by NNC, the Issuer or the relevant Restricted Subsidiary; (1ii) the Incurrence of any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired property that is incurred after the date of issuance of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, Debt Securities to secure or provide for the payment or financing of any part of the purchase price thereof, of the property or the assumption cost of construction or improvement thereon; (iii) any Lien upon any shares of stock, Indebtedness or other obligations on property of a Subsidiary or any Principal Property acquired after the date of the Indenture Person existing at the time of such acquisitionthat Person is liquidated, dissolved or merged into, or amalgamated or consolidated with NNC, the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary Issuer or any Principal Property subject to any Lien without the assumption thereofRestricted Subsidiary, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date time the properties of or equity interests in the Indenture; (3) any Lien on any shares of stockPerson are sold, Indebtedness leased or other obligations of a Subsidiary or any Principal Property in favor of otherwise transferred to NNC, the Company Issuer or any Restricted Subsidiary; (4iv) any Lien securing intercompany Funded Debt among or between NNC, the Issuer and/or the Restricted Subsidiaries; (v) deposits of cash, cash equivalents or investment securities against which the lender of any Credit Enhanced Foreign Subsidiary Debt has a Lien or right of set off; (vi) any Lien on Principal Property being constructed or improved property of a Foreign Subsidiary securing loans any Funded Debt incurred pursuant to finance such construction or improvementsclause (i) of the definition of Permitted Funded Debt; (5vii) Liens in favor of the United States of America or any State thereof, Canada or any Province or territory thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Funded Debt incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of the property, shares of capital stock or indebtedness subject to such Liens, or the cost of constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue or similar financings or relating to the development, restoration, demolition or remediation of property); (viii) any Lien on shares of stock, Indebtedness created by or resulting from litigation or other obligations of a Subsidiary proceedings against, or upon property of, NNC, the Issuer or any Principal Property Incurred Restricted Subsidiary, or any Lien securing appeal bonds (or letters of credit or other similar instruments issued in connection with support of or in lieu of appeal bonds) in respect of judgments, in each case, or any Lien for workmen’s compensation awards or similar awards, so long as the issuance finality of tax exempt government obligationssuch judgment or award is being contested and execution thereon is stayed or such Lien relates to a final unappealable judgment which is satisfied within 30 days of such judgment or any Lien incurred by NNC, the Issuer or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding; (ix) any other Liens securing Funded Debt of any Foreign Subsidiary; provided that the aggregate outstanding principal amount of Funded Debt secured pursuant to this clause (ix) by any individual Foreign Subsidiary would not, after giving effect to the relevant transaction, exceed $5,000,000; (x) Liens existing on the date of this Indenture and any extension, renewal or replacement in whole or in part of any Lien existing on the date of this Indenture or referred to in the above exceptions, so long as the total amount of secured Funded Debt does not increase, and the property securing the Funded Debt is not expanded, as a result of the extension, renewal or replacement; and (6xi) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assetsManaged Service Contract Liens. (cb) Notwithstanding the foregoing, NNC, the Company or Issuer and any Restricted Subsidiary may create issue, assume or assume Liens in addition guarantee Funded Debt secured by a Lien upon any of their property that would otherwise be subject to those permitted by clauses (1) through (6)the foregoing restrictions, and renew, extend or replace such Liensmay carry out any other transactions which would otherwise be subject to the foregoing restrictions, provided that the aggregate amount at the any time outstanding of all such creationsecured Funded Debt incurred pursuant to this paragraph (b) would not, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 2010% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien Assets if incurred on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation earlier of (x) the date of any refinancing or repayment (including by redemption) in full of the Existing NNC Convertible Notes and (y) September 2, 2008, and 15% of Consolidated Net Tangible Assets if incurred after such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Liendate.

Restrictions on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to, Incur issue, assume or guarantee any Lien on indebtedness for money borrowed (herein referred to as “Debt”) if such Debt is secured by any shares of stockmortgage, Indebtedness security interest, pledge, lien or other obligations of encumbrance (herein referred to as a Subsidiary or “mortgage”) upon any Principal Operating Property of the Company or a any Restricted Subsidiary or any shares of stock or Debt of any Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture issuance of the Notes or thereafter acquired, without in any such case effectively providing that all securing the Securities will be directly secured Notes equally and ratably with such Lien. Debt for at least the period such other Debt is so secured unless, after giving effect thereto, the aggregate amount of all Debt so secured (bnot including Debt permitted in clauses (1) through (7) in the following sentence), together with all Attributable Debt in respect of Sale and Leaseback Transactions involving Operating Properties pursuant to clause (2) of Section 6.02 in existence at such time would not exceed 15% of Consolidated Net Tangible Assets. The foregoing restrictions will restriction does not apply to, and therefore shall be excluded in computing secured Debt for the purpose of such restriction, Debt secured by: (1) the Incurrence mortgages on Operating Property, shares of stock or Debt of any Lien entity existing at the time such entity becomes a Restricted Subsidiary, provided that such mortgages are not incurred in anticipation of such entity’s becoming a Restricted Subsidiary; (2) mortgages on any Operating Property, shares of stock, Indebtedness stock or other obligations Debt existing at the time of a Subsidiary or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) acquisition thereof by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, mortgages thereon to secure or provide for the payment of all or financing of any part of the purchase price thereof, or the assumption of any Lien upon any mortgages on Operating Property, shares of stockstock or Debt to secure any Debt incurred prior to, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing at the time of, or within 180 days after, the latest of the acquisition thereof or, in the case of Operating Property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such acquisitionOperating Property for the purpose of financing all or any part of the purchase price thereof, such construction or the acquisition making of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indentureimprovements; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of mortgages to secure Debt owing to the Company or any to a Restricted Subsidiary; (4) any Lien mortgages on Principal Property being constructed Operating Property, shares of stock or improved securing loans to finance such construction or improvementsDebt existing at the date of the initial issuance of the Notes; (5) any Lien mortgages on Operating Property, shares of stockstock or Debt of a Person existing at the time such Person is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, Indebtedness lease or other obligations disposition of the properties of a Subsidiary Person as an entirety or any Principal Property Incurred substantially as an entirety to the Company or a Restricted Subsidiary, provided that such mortgage was not incurred in connection with the issuance anticipation of tax exempt government obligations; andsuch merger or consolidation or sale, lease or other disposition; (6) any renewal mortgages on Operating Property, shares of stock or substitution for any Lien permitted by any Debt in favor of the preceding clauses United States or any state, territory or possession thereof (1) through (5or the District of Columbia), PROVIDEDor any department, agency, instrumentality or political subdivision of the United States or any state, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the Operating Property subject to such mortgages; or (7) extensions, renewals or replacements, in whole or in part, of any mortgage referred to in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by foregoing clauses (1) through (6), and renewprovided, extend or replace such Lienshowever, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.principal

Restrictions on Liens. (a) Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, Incur create or incur any Lien on any shares of stockstock of a Restricted Subsidiary or Principal Property of the Company or of a Restricted Subsidiary, Indebtedness whether those shares of stock of a Restricted Subsidiary or Principal Property are owned at the date of original issuance of the first Securities of the series to be issued or acquired afterwards, unless the Company secures or causes the applicable Restricted Subsidiary to secure the Securities outstanding under this Indenture (together with, if the Company shall so determine, any other indebtedness or other obligations the terms of which (or the terms of any agreement evidencing or relating to which) require that such indebtedness be so secured) equally and ratably with (or, at the Company’s option, prior to) all indebtedness secured by the particular Lien, so long as the indebtedness is so secured. This covenant does not apply in the case of: (a) the creation of any Lien on any shares of stock of a Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture or thereafter acquired, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with such Lien. (b) The foregoing restrictions will not apply to: (1) the Incurrence of any Lien on any shares of stock, Indebtedness purchased or other obligations of a Subsidiary or any Principal Property acquired leased after the date of original issuance of the Indenture first Securities of the series to be issued (including acquisitions by way of merger or consolidation, and including capital lease or purchase money transactions in connection with any such acquisition) by the Company or a Restricted Subsidiary Subsidiary, contemporaneously with such that acquisition, purchase or lease, or within 120 days 18 months thereafter, to secure or provide for the payment or financing of any part of the purchase price thereofprice, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations stock of a Subsidiary or any Principal Property acquired after the date of original issuance of the Indenture first Securities of the series to be issued existing at the time of such the acquisition, purchase or lease or the acquisition of any shares of stock, Indebtedness or other obligations stock of a subsidiary Subsidiary or any Principal Property subject to any Lien without the assumption thereofof that Lien, PROVIDED provided that every such Lien referred to in this clause (1a) shall will attach only to the shares of stock, Indebtedness or other obligations stock of a Subsidiary or any Principal Property so acquired acquired, purchased or leased and fixed improvements thereon(and any accessions or additions thereto, and proceeds thereof) on that Principal Property; (2b) any Lien on any shares of stock, Indebtedness or other obligations stock of a Subsidiary or any Principal Property existing at on the date of original issuance of the Indenturefirst Securities of the series to be issued; (3c) any Lien on any shares of stock, Indebtedness or other obligations stock of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4d) any Lien on any Principal Property being acquired, constructed or improved securing loans to finance such the construction or improvementsimprovements of that property; (5e) any Lien created by a lease of any Principal Property, which under GAAP as in effect as of the date of original issuance of the first Securities of the series to be issued would be characterized as an operating lease, whether entered into before or after the date of original issuance of the first Securities of the series to be issued, including Liens arising under or in connection with Synthetic Leases or any refinancing, renewal, restructuring, substitution, extension, modification or replacement thereof to the extent permitted thereby; (f) any Lien on shares of stock, Indebtedness or other obligations stock of a Subsidiary or any Principal Property Incurred incurred in connection with the issuance of tax tax-exempt government governmental obligations, including, without limitation, qualified private activity bonds and similar financings; (g) any mechanics’, materialmen’s, carriers’ or other similar Liens arising in the ordinary course of business with respect to obligations that are not yet overdue for a period of more than 90 days or that are being contested in good faith; (h) any Lien on any shares of stock of a Subsidiary or any Principal Property for taxes, assessments or governmental charges or levies not yet delinquent, or already delinquent but the validity of which is being contested in good faith; (i) any Lien on any Principal Property arising in connection with legal proceedings being contested in good faith, including any judgment Lien so long as execution on the Lien is stayed; (j) any landlord’s Lien on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business, and tenants’ rights under leases, easements and similar Liens not materially impairing the use or value of the property involved; (k) liens on property incurred in sale and lease-back transactions permitted under Section 6.10 below; (l) liens on property or assets of a person existing at the time such person is merged into or consolidated with the Company or any of its Subsidiaries, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a person to the Company or any of its Subsidiaries, provided that such lien was not incurred in anticipation of the merger, consolidation, or sale, lease, other disposition or other such transaction by which such person was merged into or consolidated with the Company or any of its Subsidiaries; (m) liens in favor of the trustee and/or the Holders granted in accordance with the Indenture; and (6n) any renewal of refinancing, renewal, restructuring, substitution, extension, modification or substitution replacement for any Lien permitted by any of the preceding clauses (1) through (5)clauses, PROVIDEDprovided that, in the case of a Lien permitted under clause clauses (1a), (2b) or (4)d) above, the debt indebtedness secured is not increased nor the Lien extended to any additional assets. (c) . Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6)this Section 6.09, and refinance, renew, extend restructure, substitute, extend, modify, or replace such those Liens, ; provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect theretoto the creation or assumption of such Liens or such refinancing, together with any sale and leaseback transactions permitted under Section 1006(b) hereofrenewal, restructuring, substitution, extension, modification or replacement thereof, Exempted Debt does not exceed 20the greater of $2,250 million and 15% of Consolidated Net Tangible AssetsAssets of the Company and its Subsidiaries. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will not, and nor will not it permit any Restricted Subsidiary of the Company to, Incur issue, assume or guarantee any Debt secured by any Lien on upon any Operating Property or upon any shares of stock, Indebtedness stock or other obligations Debt of a any Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, (whether such Operating Property, shares of stock, Indebtedness stock or other obligations of a Subsidiary Debt is now or Principal Property is owned at the date of the Indenture or thereafter hereafter acquired, ) without in any such case effectively providing that all securing, concurrently with the Securities will be directly secured issuance, assumption or guaranty of any such Debt, the Notes (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company or such Subsidiary ranking equally with the Notes and then existing or thereafter created) equally and ratably with such Lien. (b) The Debt; provided that the foregoing restrictions will shall not apply to: (1i) Liens on any Operating Property acquired, constructed, improved or opened by the Incurrence Company or any Subsidiary after the date of this Third Supplemental Indenture to secure Debt issued, assumed or guaranteed within 360 days after such acquisition or completion of construction or improvement or Opening to provide for the payment of the purchase price of, or the cost of constructing or improving or Opening, such Operating Property; (ii) Liens existing on any Lien Operating Property at the time of its acquisition by the Company or one of its Subsidiaries, or Liens on any shares of stock, Indebtedness stock or other obligations Debt of any Subsidiary existing at the time it becomes a Subsidiary Subsidiary; (iii) Liens existing on any property acquired from a Person that is merged with or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by into the Company or a Restricted Subsidiary; (iv) Liens to secure Debt of a Subsidiary contemporaneously with such acquisitionto the Company or to another Subsidiary; (v) Liens in existence on any Operating Property or any shares of stock or Debt of any Subsidiary on the date of this Third Supplemental Indenture; (vi) Liens in favor of the United States of America or any state thereof, or within 120 days thereafterany department, agency or instrumentality or political subdivision of the United States of America or any state thereof to secure partial progress, advance or provide other payments pursuant to any contract or statute or to secure any Debt incurred for the payment purpose of financing all or financing of any part of the purchase price thereofor the cost of constructing or improving the property subject to such Liens; (vii) Liens imposed by law, such as carriers', warehousemen's, mechanics', landlord's, materialmen's, repairmen's or other like Liens; (viii) Pledges or deposits in connection with workers' compensation, unemployment insurance and similar legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (ix) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (x) Liens for taxes, assessments, governmental charges or levies not yet due or which are being contested in good faith; (xi) Any Lien incurred or assumed in connection with the issuance by a state or political subdivision of a state of any securities the interest on which is exempt from Federal income taxes by virtue of Section 103 of the Internal Revenue Code of 1986, as amended, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing laws and regulations in effect at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon;issuance; or (2xii) Liens securing Debt incurred to extend, renew or replace in whole or in part Debt secured by any Lien on any shares Lien, provided that (a) the principal amount of stock, Indebtedness or other obligations Debt secured thereby shall not exceed the principal amount of a Subsidiary or any Principal Property existing Debt so secured at the date time of such extension, renewal or replacement, and (b) such extension, renewal or replacement shall be limited to all or a part of the Indenture; (3) any Lien property that secured the Debt so extended, renewed or replaced plus improvements on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligations; and (6) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assetsproperty. (cb) Notwithstanding In addition to the foregoing, the Company and its Subsidiaries may issue, assume or guarantee Debt secured by a Lien upon any Restricted Operating Property or shares of stock or Debt of any Subsidiary may create or assume Liens in addition to those permitted by clauses enter into a Sale and Leaseback Transaction involving any Operating Property without equally and ratably securing the Notes if the sum of (1) through the amount of the Debt secured by Liens otherwise prohibited by Section 3.01(a) and (6), 2) the Attributable Debt of all Sale and renew, extend or replace such Liens, provided that Leaseback Transactions otherwise prohibited by Section 3.02 does not exceed at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 2010% of Consolidated Net Tangible Assets. (c) If at any time the Company or any Subsidiary shall issue, assume or guarantee any Debt secured by any Lien upon any Operating Property or shares of stock or Debt of any Subsidiary and if Section 3.01(a) requires that the Notes be secured equally and ratably with such Debt, the Company will promptly execute, at its expense, any instruments necessary to so equally and ratably secure such Notes and deliver the same to the Trustee together with: (i) an Officers' Certificate stating that the covenant of the Company contained in Section 3.01(a) has been complied with; and (ii) an Opinion of Counsel to the effect that such covenant has been complied with, and that any instruments executed by the Company in the performance of such covenant comply with the requirements of such covenant. (d) For If the purposes Company shall hereafter secure the Notes equally and ratably with any other Debt pursuant to the provisions of this Section 1005 and Section 10063.01, the giving Trustee is hereby authorized to enter into an indenture or supplemental indenture and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of a guarantee which is secured by a Lien on any shares the holders of stockthe Notes so secured, Indebtedness or equally and ratably with such other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such LienDebt.

Restrictions on Liens. (a) The Company will Except as provided in Section 4.06, the Issuers shall not, and will shall not permit any Restricted Subsidiary of the Company to, Incur create or suffer to exist any Lien to secure any Indebtedness of any Issuer or any Restricted Subsidiary on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company any Issuer or a Restricted Subsidiary, whether without making, or causing such shares of stockRestricted Subsidiary to make, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date effective provision to secure all of the Indenture or thereafter acquiredSecurities offered hereunder and then outstanding by such Lien, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with any and all other such Lien. (b) The Indebtedness thereby secured, so long as such other Indebtedness is so secured, except that the foregoing restrictions will shall not apply to: (a) Liens on property of a Person existing at the time such Person is merged into or consolidated with any Issuer or Restricted Subsidiary or at the time of sale, lease or other disposition of the properties of such Person (or a division thereof) as an entirety or substantially as an entirety to any Issuer or Restricted Subsidiary; (b) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or existing on property prior to the acquisition thereof by any Issuer or Restricted Subsidiary; (c) Liens securing Indebtedness between a Restricted Subsidiary and an Issuer or between Restricted Subsidiaries or between Issuers; (d) Liens on any property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property, whether directly or indirectly, by way of share disposition or otherwise, provided that (1) the Incurrence applicable Issuer or Restricted Subsidiary must dispose of such property within 180 days after the creation of such Liens and (2) any Indebtedness secured by such Liens shall be without recourse to any Issuer or Restricted Subsidiary; (e) 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 in favor of any Lien on country, or any shares political subdivision thereof, to secure partial, progress, advance or other payments, or performance of stockany other similar obligations, Indebtedness including, without limitation, Liens to secure pollution control bonds or industrial revenue or other similar types of bonds; (f) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business which secure obligations not more than 60 days past due or which are being contested in good faith and by appropriate proceedings; (g) Liens incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a Subsidiary like nature, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or any Principal Property acquired after credit or the date payment of the Indenture deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of the business of the Issuers and their respective Subsidiaries taken as a whole; (including acquisitions h) Liens incurred to secure appeal bonds and judgment and attachment Liens, in each case in connection with litigation or legal proceedings which are being contested in good faith by way of merger appropriate proceedings so long as reserves have been established to the extent required by GAAP; (i) pledges or consolidation) by the Company deposits under workmen’s compensation laws, unemployment insurance laws or a Restricted Subsidiary contemporaneously with such acquisitionsimilar legislation, or within 120 days thereaftergood faith deposits in connection with bids, to secure or provide tenders, contracts (other than for the payment of Indebtedness) or financing leases to which any Issuer or Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of an Issuer or Restricted Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business; (j) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character; (k) Liens granted to any bank or other institution on the payments to be made to such institution by an Issuer or Subsidiary thereof, pursuant to any interest rate swap or similar agreement or foreign currency hedge, exchange or similar agreement designed to provide protection against fluctuations in interest rates and currency exchange rates, respectively, provided that such agreements are entered into in, or are incidental to, the ordinary course of business; (l) Liens arising solely by virtue of any part statutory or common law provision relating to banker’s liens, rights of setoff or similar rights and remedies, in each case as to any deposit account or any other fund maintained with a creditor depository institution, provided that (1) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the applicable Issuer or Restricted Subsidiary in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (2) such deposit account is not intended by such Issuer or Restricted Subsidiary to provide collateral to the depository institution; (m) Liens arising from Uniform Commercial Code financing statements regarding leases; (n) the giving, simultaneously with or within 180 days after the latest of the purchase price thereofClosing Date, or the assumption acquisition, construction, improvement, development or expansion of such property, of a purchase money Lien on property acquired, constructed, improved, developed or expanded after the Closing Date, or the acquisition, construction, improvement, development or expansion after the Closing Date, of property subject to any Lien which is limited to such property; (o) the giving of a Lien on real property which is the sole security for Indebtedness incurred within two years after the latest of the Closing Date, or the acquisition, construction, improvement, development or expansion of such property, provided that the holder of such Indebtedness is entitled to enforce its payment only by resorting to such security; (p) Liens arising by the terms of letters of credit entered into in the ordinary course of business to secure reimbursement obligations thereunder; (q) Liens existing on the Closing Date, other than under clause (t); (r) Liens for taxes, assessments and other governmental charges or levies not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; (s) extension, renewal, replacement or refunding of any Lien upon existing on the Closing Date or referred to in clauses (a) to (k) and (n), (o) and (q), this clause (s) and clauses (t) and (u), provided that the principal amount of Indebtedness secured thereby and not otherwise authorized by clauses (a) to (k) and (n), (o) and (q), this clause (s) and clauses (t) and (u) shall not exceed the principal amount of Indebtedness, plus any shares of stockpremium or fee payable in connection with any such extension, Indebtedness renewal, replacement or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing refunding, so secured at the time of such acquisitionextension, renewal, replacement or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereonrefunding; (2t) any Lien Liens securing Indebtedness under the Credit Agreement in a principal amount not to exceed the greater of (x) $650.0 million and (y) the amount equal to the sum of (i) 65% of the book value (calculated in accordance with GAAP) of the inventory of the Issuers and the Issuers’ Subsidiaries and (ii) 80% of the book value (calculated in accordance with GAAP) of the accounts receivables of the Issuers and the Issuers’ Subsidiaries (in each case, determined by the book value set forth on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at our consolidated balance sheet for the fiscal quarter immediately preceding the date of the Indenture; (3) any Lien on any shares of stock, which such Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligationsis incurred); and (6u) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5), PROVIDED, Liens on accounts receivable and assets related thereto described in the case definition of Qualified Receivables Transaction, incurred in connection with a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assetsQualified Receivables Transaction. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to, Incur any Indebtedness secured by any Lien on any shares of stock, Indebtedness or other obligations of a Restricted Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the this Second Supplemental Indenture or thereafter acquired, without in any such case effectively providing that all the Securities notes will be directly secured equally and ratably with such Lien. (b) The foregoing These restrictions will do not apply to: (1) the Incurrence of any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the this Second Supplemental Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 180 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the this Second Supplemental Indenture existing at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary Subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED provided that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at on the date the Notes are initially issued, including such Liens in respect of the IndentureCredit Agreement; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (5) any Lien on shares in favor of stockthe United States of America or any State, Indebtedness or in favor of any department, agency or instrumentality or political division, or in favor of any other country or any political subdivision of a foreign country, the purpose of which is to secure partial, progress, advance or other payments; (6) any Lien imposed by law, for example mechanics’, workmen’s, repairmen’s or other similar Liens arising in the ordinary course of business; (7) any pledges or deposits under workmen’s compensation or similar legislation or in certain other circumstances; (8) any Lien in connection with legal proceedings; (9) any Lien for taxes or assessments; (10) any Lien to secure the performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of a Subsidiary or any Principal Property Incurred like nature, in connection with each such case arising in the issuance ordinary course of tax exempt government obligationsbusiness; and (611) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5)4) above, PROVIDEDprovided, in the case of a Lien permitted under clause (1), (2) or (4)) above, the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1Section 5.1(b)(1) through (611), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, the total outstanding Indebtedness secured by Liens Incurred pursuant to this paragraph, together with the total outstanding Attributable Debt Incurred in connection with any sale and leaseback transactions permitted under entered into pursuant to the provisions of this Second Supplemental Indenture described in Section 1006(b5.2(b) hereof, Exempted Debt does not exceed 2010% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 5.1 and Section 10065.2 of this Second Supplemental Indenture, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to, Incur any Indebtedness secured by any Lien on any shares of stock, Indebtedness or other obligations of a Restricted Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the this Fourth Supplemental Indenture or thereafter acquired, without in any such case effectively providing that all the Securities notes will be directly secured equally and ratably with such Lien. (b) The foregoing These restrictions will do not apply to: (1) the Incurrence of any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the this Fourth Supplemental Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 180 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the this Fourth Supplemental Indenture existing at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary Subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED provided that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at on the date of the IndentureNotes are initially issued; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (5) any Lien on shares in favor of stockthe United States of America or any State, Indebtedness or in favor of any department, agency or instrumentality or political division, or in favor of any other country or any political subdivision of a foreign country, the purpose of which is to secure partial, progress, advance or other payments; (6) any Lien imposed by law, for example mechanics', workmen's, repairmen's or other similar Liens arising in the ordinary course of business; (7) any pledges or deposits under workmen's compensation or similar legislation or in certain other circumstances; (8) any Lien in connection with legal proceedings; (9) any Lien for taxes or assessments; (10) any Lien to secure the performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of a Subsidiary or any Principal Property Incurred like nature, in connection with each such case arising in the issuance ordinary course of tax exempt government obligationsbusiness; and (611) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5)4) above, PROVIDEDprovided, in the case of a Lien permitted under clause (1), (2) or (4)) above, the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1Section 5.1(b)(1) through (611), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, the total outstanding Indebtedness secured by Liens Incurred pursuant to this paragraph, together with the total outstanding Attributable Debt Incurred in connection with any sale and leaseback transactions permitted under entered into pursuant to the provisions of this Fourth Supplemental Indenture described in Section 1006(b5.2(b) hereof, Exempted Debt does not exceed 2010% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 5.1 and Section 10065.2 of this Fourth Supplemental Indenture, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will Except as provided in Section 4.06, the Issuers shall not, and will shall not permit any Restricted Subsidiary of the Company to, Incur create or suffer to exist any Lien to secure any Indebtedness of any Issuer or any Restricted Subsidiary on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company any Issuer or a Restricted Subsidiary, whether without making, or causing such shares of stockRestricted Subsidiary to make, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date effective provision to secure all of the Indenture or thereafter acquiredSecurities offered hereunder and then outstanding by such Lien, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with any and all other such Lien. (b) The Indebtedness thereby secured, so long as such other Indebtedness is so secured, except that the foregoing restrictions will shall not apply to: (a) Liens on property of a Person existing at the time such Person is merged into or consolidated with any Issuer or Restricted Subsidiary or at the time of sale, lease or other disposition of the properties of such Person (or a division thereof) as an entirety or substantially as an entirety to any Issuer or Restricted Subsidiary; (b) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or existing on property prior to the acquisition thereof by any Issuer or Restricted Subsidiary; (c) Liens securing Indebtedness between a Restricted Subsidiary and an Issuer or between Restricted Subsidiaries or between Issuers; (d) Liens on any property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property, whether directly or indirectly, by way of share disposition or otherwise, provided that (1) the Incurrence applicable Issuer or Restricted Subsidiary must dispose of such property within 180 days after the creation of such Liens and (2) any Indebtedness secured by such Liens shall be without recourse to any Issuer or Restricted Subsidiary; (e) 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 in favor of any Lien on country, or any shares political subdivision thereof, to secure partial, progress, advance or other payments, or performance of stockany other similar obligations, Indebtedness including, without limitation, Liens to secure pollution control bonds or industrial revenue or other similar types of bonds; (f) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business which secure obligations not more than 60 days past due or which are being contested in good faith and by appropriate proceedings; (g) Liens incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a Subsidiary like nature, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or any Principal Property acquired after credit or the date payment of the Indenture deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of the business of the Issuers and their respective Subsidiaries taken as a whole; (including acquisitions h) Liens incurred to secure appeal bonds and judgment and attachment Liens, in each case in connection with litigation or legal proceedings which are being contested in good faith by way of merger appropriate proceedings so long as reserves have been established to the extent required by GAAP; (i) pledges or consolidation) by the Company deposits under workmen’s compensation laws, unemployment insurance laws or a Restricted Subsidiary contemporaneously with such acquisitionsimilar legislation, or within 120 days thereaftergood faith deposits in connection with bids, to secure or provide tenders, contracts (other than for the payment of Indebtedness) or financing leases to which any Issuer or Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of an Issuer or Restricted Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business; (j) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character; (k) Liens granted to any bank or other institution on the payments to be made to such institution by an Issuer or Subsidiary thereof, pursuant to any interest rate swap or similar agreement or foreign currency hedge, exchange or similar agreement designed to provide protection against fluctuations in interest rates and currency exchange rates, respectively, provided that such agreements are entered into in, or are incidental to, the ordinary course of business; (l) Liens arising solely by virtue of any part statutory or common law provision relating to banker’s liens, rights of setoff or similar rights and remedies, in each case as to any deposit account or any other fund maintained with a creditor depository institution, provided that (1) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the applicable Issuer or Restricted Subsidiary in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (2) such deposit account is not intended by such Issuer or Restricted Subsidiary to provide collateral to the depository institution; (m) Liens arising from Uniform Commercial Code financing statements regarding leases; (n) the giving, simultaneously with or within 180 days after the latest of the purchase price thereofClosing Date, or the assumption acquisition, construction, improvement, development or expansion of such property, of a purchase money Lien on property acquired, constructed, improved, developed or expanded after the Closing Date, or the acquisition, construction, improvement, development or expansion after the Closing Date, of property subject to any Lien which is limited to such property; (o) the giving of a Lien on real property which is the sole security for Indebtedness incurred within two years after the latest of the Closing Date, or the acquisition, construction, improvement, development or expansion of such property, provided that the holder of such Indebtedness is entitled to enforce its payment only by resorting to such security; (p) Liens arising by the terms of letters of credit entered into in the ordinary course of business to secure reimbursement obligations thereunder; (q) Liens existing on the Closing Date, other than under clause (t); (r) Liens for taxes, assessments and other governmental charges or levies not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; (s) extension, renewal, replacement or refunding of any Lien upon existing on the Closing Date or referred to in clauses (a) to (k) and (n), (o) and (q), this clause (s) and clauses (t) and (u), provided that the principal amount of Indebtedness secured thereby and not otherwise authorized by clauses (a) to (k) and (n) to (o) and (q), this clause (s) and clauses (t) and (u) shall not exceed the principal amount of Indebtedness, plus any shares of stockpremium or fee payable in connection with any such extension, Indebtedness renewal, replacement or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing refunding, so secured at the time of such acquisitionextension, renewal, replacement or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereonrefunding; (2t) any Lien Liens securing Indebtedness under the Credit Agreement in a principal amount not to exceed the greater of (x) $650.0 million and (y) the amount equal to the sum of (i) 65% of the book value (calculated in accordance with GAAP) of the inventory of the Issuers and the Issuers’ Subsidiaries and (ii) 80% of the book value (calculated in accordance with GAAP) of the accounts receivables of the Issuers and the Issuers’ Subsidiaries (in each case, determined by the book value set forth on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at our consolidated balance sheet for the fiscal quarter immediately preceding the date of the Indenture; (3) any Lien on any shares of stock, which such Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligationsis incurred); and (6u) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5), PROVIDED, Liens on accounts receivable and assets related thereto described in the case definition of Qualified Receivables Transaction, incurred in connection with a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assetsQualified Receivables Transaction. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will Except as provided in Section 4.06, the Issuers shall not, and will shall not permit any Restricted Subsidiary of the Company to, Incur create or suffer to exist any Lien to secure any Indebtedness of any Issuer or Restricted Subsidiary on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company any Issuer or a Restricted Subsidiary, whether without making, or causing such shares of stockRestricted Subsidiary to make, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date effective provision to secure all of the Indenture or thereafter acquiredSecurities offered hereunder and then outstanding by such Xxxx, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with any and all other such Lien. (b) The Indebtedness thereby secured, so long as such other Indebtedness is so secured, except that the foregoing restrictions will shall not apply to: (1a) Liens on property of a Person existing at the Incurrence time such Person is merged into or consolidated with any Issuer or Restricted Subsidiary or at the time of sale, lease or other disposition of the properties of such Person (or a division thereof) as an entirety or substantially as an entirety to any Issuer or Restricted Subsidiary; (b) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or existing on property prior to the acquisition thereof by any Issuer or Restricted Subsidiary; (c) Liens securing Indebtedness between a Restricted Subsidiary and an Issuer or between Restricted Subsidiaries or between Issuers; (d) Liens on any property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property, whether directly or indirectly, by way of share disposition or otherwise, provided that the applicable Issuer or Restricted Subsidiary must dispose of such property within 180 days after the creation of such Liens and that any Indebtedness secured by such Liens shall be without recourse to any Issuer or Restricted Subsidiary; (e) 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 in favor of any Lien on country, or any shares political subdivision thereof, to secure partial, progress, advance or other payments, or performance of stockany other similar obligations, Indebtedness including, without limitation, Liens to secure pollution control bonds or industrial revenue or other similar types of bonds; (f) Xxxxx imposed by law, such as carriers', warehousemen's and mechanics' Liens and other similar Liens arising in the ordinary course of business which secure obligations not more than 60 days past due or which are being contested in good faith and by appropriate proceedings; (g) Liens incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a Subsidiary like nature, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or any Principal Property acquired after credit or the date payment of the Indenture deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of the business of the Issuers and their respective Subsidiaries taken as a whole; (including acquisitions h) Xxxxx incurred to secure appeal bonds and judgment and attachment Liens, in each case in connection with litigation or legal proceedings which are being contested in good faith by way of merger appropriate proceedings so long as reserves have been established to the extent required by GAAP; (i) pledges or consolidation) by the Company deposits under workmen's compensation laws, unemployment insurance laws or a Restricted Subsidiary contemporaneously with such acquisitionsimilar legislation, or within 120 days thereaftergood faith deposits in connection with bids, to secure or provide tenders, contracts (other than for the payment of Indebtedness) or financing leases to which any Issuer or Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of an Issuer or Restricted Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business; (j) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character; (k) Liens granted to any bank or other institution on the payments to be made to such institution by an Issuer or Subsidiary thereof, pursuant to any interest rate swap or similar agreement or foreign currency hedge, exchange or similar agreement designed to provide protection against fluctuations in interest rates and currency exchange rates, respectively, provided that such agreements are entered into in, or are incidental to, the ordinary course of business; (l) Liens arising solely by virtue of any part statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies, in each case as to any deposit account or any other fund maintained with a creditor depository institution, provided that (1) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the applicable Issuer or Restricted Subsidiary in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (2) such deposit account is not intended by such Issuer or Restricted Subsidiary to provide collateral to the depository institution; (m) Liens arising from Uniform Commercial Code financing statements regarding leases; (n) the giving, simultaneously with or within 180 days after the latest of the purchase price thereofClosing Date, or the assumption acquisition, construction, improvement, development or expansion of such property, of a purchase money Lien on property acquired, constructed, improved, developed or expanded after the Closing Date, or the acquisition, construction, improvement, development or expansion after the Closing Date, of property subject to any Lien which is limited to such property; (o) the giving of a Lien on real property which is the sole security for Indebtedness incurred within two years after the latest of the Closing Date, or the acquisition, construction, improvement, development or expansion of such property, provided that the holder of such Indebtedness is entitled to enforce its payment only by resorting to such security; (p) Liens arising by the terms of letters of credit entered into in the ordinary course of business to secure reimbursement obligations thereunder; (q) Liens existing on the Closing Date; (r) Liens for taxes, assessments and other governmental charges or levies not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; and (s) extension, renewal, replacement or refunding of any Lien upon existing on the Closing Date or referred to in clauses (a) to (k) and (n) to (o) and (q), provided that the principal amount of Indebtedness secured thereby and not otherwise authorized by clauses (a) to (k) and (n) to (o) and (q) shall not exceed the principal amount of Indebtedness, plus any shares of stockpremium or fee payable in connection with any such extension, Indebtedness renewal, replacement or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing refunding, so secured at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligations; and (6) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumptionextension, renewal, extension replacement or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assetsrefunding. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to, Incur issue, assume or guarantee any Lien on indebtedness for money borrowed (herein referred to as “Debt”) if such Debt is secured by any shares of stockmortgage, Indebtedness security interest, pledge, lien or other obligations of encumbrance (herein referred to as a Subsidiary or “mortgage”) upon any Principal Operating Property of the Company or a any Restricted Subsidiary or any shares of stock or Debt of any Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture issuance of the Notes or thereafter acquired, without in any such case effectively providing that all securing the Securities will be directly secured Notes equally and ratably with such Lien. Debt for at least the period such other Debt is so secured unless, after giving effect thereto, the aggregate amount of all Debt so secured (bnot including Debt permitted in clauses (1) through (7) in the following sentence), together with all Attributable Debt in respect of Sale and Leaseback Transactions involving Operating Properties pursuant to clause (2) of Section 6.02 in existence at such time would not exceed 15% of Consolidated Net Tangible Assets. The foregoing restrictions will restriction does not apply to, and therefore shall be excluded in computing secured Debt for the purpose of such restriction, Debt secured by: (1) the Incurrence mortgages on Operating Property, shares of stock or Debt of any Lien entity existing at the time such entity becomes a Restricted Subsidiary, provided that such mortgages are not incurred in anticipation of such entity’s becoming a Restricted Subsidiary; (2) mortgages on any Operating Property, shares of stock, Indebtedness stock or other obligations Debt existing at the time of a Subsidiary or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) acquisition thereof by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, mortgages thereon to secure or provide for the payment of all or financing of any part of the purchase price thereof, or the assumption of any Lien upon any mortgages on Operating Property, shares of stockstock or Debt to secure any Debt incurred prior to, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing at the time of, or within 180 days after, the latest of the acquisition thereof or, in the case of Operating Property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such acquisitionOperating Property for the purpose of financing all or any part of the purchase price thereof, such construction or the acquisition making of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indentureimprovements; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of mortgages to secure Debt owing to the Company or any to a Restricted Subsidiary; (4) any Lien mortgages on Principal Property being constructed Operating Property, shares of stock or improved securing loans to finance such construction or improvementsDebt existing at the date of the initial issuance of the Notes; (5) any Lien mortgages on Operating Property, shares of stockstock or Debt of a Person existing at the time such Person is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, Indebtedness lease or other obligations disposition of the properties of a Subsidiary Person as an entirety or any Principal Property Incurred substantially as an entirety to the Company or a Restricted Subsidiary, provided that such mortgage was not incurred in connection with the issuance anticipation of tax exempt government obligations; andsuch merger or consolidation or sale, lease or other disposition; (6) any renewal mortgages on Operating Property, shares of stock or substitution for any Lien permitted by any Debt in favor of the preceding clauses United States or any state, territory or possession thereof (1) through (5or the District of Columbia), PROVIDEDor any department, agency, instrumentality or political subdivision of the United States or any state, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the Operating Property subject to such mortgages; or (7) extensions, renewals or replacements, in whole or in part, of any mortgage referred to in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by foregoing clauses (1) through (6), and renewprovided, extend or replace such Lienshowever, provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such creationextension, assumption, renewal, extension renewal or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assetsreplacement. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, Incur issue, assume or Guarantee any Lien on indebtedness for money borrowed (herein referred to as “Debt”) if such Debt is secured by any shares of stockmortgage, Indebtedness security interest, pledge, lien or other obligations of encumbrance (herein referred to as a Subsidiary or “mortgage”) upon any Principal Operating Property of the Company or a any Restricted Subsidiary or any shares of stock or Debt of any Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture issuance of the Notes or thereafter acquired, without in any such case effectively providing that all securing the Securities will be directly secured Notes equally and ratably with such Lien. Debt for at least the period such other Debt is so secured unless, after giving effect thereto, the aggregate amount of all Debt so secured (bnot including Debt permitted in clauses (i) through (vii) in the following sentence), together with all Attributable Debt in respect of sale and leaseback transactions involving Operating Properties pursuant to Section 4.06 [Restrictions on Sales and Leasebacks] in existence at such time would not exceed 15% of Consolidated Net Tangible Assets. The foregoing restrictions will restriction does not apply to, and therefore shall be excluded in computing secured Debt for the purpose of such restriction, Debt secured by: (1i) the Incurrence mortgages on Operating Property, shares of stock or Debt of any Lien entity existing at the time such entity becomes a Restricted Subsidiary; provided that such mortgages are not incurred in anticipation of such entity’s becoming a Restricted Subsidiary; (ii) mortgages on any Operating Property, shares of stock, Indebtedness stock or other obligations Debt existing at the time of a Subsidiary or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) acquisition thereof by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, mortgages thereon to secure or provide for the payment of all or financing of any part of the purchase price thereof, or the assumption of any Lien upon any mortgages on Operating Property, shares of stockstock or Debt to secure any Debt incurred prior to, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing at the time of, or within 180 days after, the latest of the acquisition thereof or, in the case of Operating Property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such acquisitionOperating Property for the purpose of financing all or any part of the purchase price thereof, such construction or the acquisition making of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereonimprovements; (2iii) any Lien mortgages to secure Debt owing to the Company or to a Restricted Subsidiary; (iv) mortgages on any Operating Property, shares of stock, Indebtedness stock or other obligations of a Subsidiary or any Principal Property Debt existing at the date of the Indentureinitial issuance of the Notes; (3v) any Lien mortgages on any Operating Property, shares of stockstock or Debt of a person existing at the time such person is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, Indebtedness lease or other obligations disposition of the properties of a Subsidiary person as an entirety or any Principal Property substantially as an entirety to the Company or a Restricted Subsidiary; provided that such mortgage was not incurred in anticipation of such merger or consolidation or sale, lease or other disposition; (vi) mortgages on Operating Property, shares of stock or Debt in favor of the Company United States or any Restricted Subsidiary;state, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States or any state, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the Operating Property subject to such mortgages; or (4vii) extensions, renewals or replacements, in whole or in part, of any Lien on Principal Property being constructed or improved securing loans mortgage referred to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligations; and (6) any renewal of or substitution for any Lien permitted by any of the preceding foregoing clauses (1i) through (5vi); provided, PROVIDEDhowever, in that the case principal amount of a Lien permitted under clause (1), (2) or (4), Debt secured thereby will not exceed the debt principal amount of Debt so secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creationextension, assumptionrenewal or replacement, renewalplus accrued interest and any fees and expenses, extension including, without limitation, premium or replacement of such Liendefeasance costs, and after giving effect thereto, together payable in connection with any sale and leaseback transactions permitted under Section 1006(b) hereofsuch extension, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assetsrenewal or replacement. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The To the extent this covenant is made applicable to the Securities of a particular series, the Company will not, and will not permit any Restricted Subsidiary of the Company to, Incur incur, issue, assume, guarantee or permit to exist Indebtedness secured by any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company or a Restricted any Subsidiary upon any of its respective Property, or upon shares of capital stock or evidences of Indebtedness issued by any Subsidiary and owned by the Company or any Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the this Indenture or thereafter acquired, without in any making, or causing such case effectively providing that Subsidiary to make, effective provision to secure all of the Securities will be directly secured then Outstanding by such Lien, equally and ratably with any and all other Indebtedness thereby secured, so long a such Lien. (b) Indebtedness shall be so secured. The foregoing restrictions will shall not apply to:to Indebtedness secured by Liens existing on the date of this Indenture or by any of the following (the "Permitted Encumbrances"): (1a) the Incurrence of any Lien Liens on any shares of stockProperty acquired, Indebtedness constructed or other obligations of a Subsidiary improved by the Company or any Principal Property acquired Subsidiary after the date of the this Indenture (including acquisitions by way of merger which are created or consolidation) by the Company or a Restricted Subsidiary assumed contemporaneously with such acquisition, construction or improvement, or within 120 180 days thereafterafter the completion thereof, to secure or provide for the payment of all or financing of any part of the purchase price thereofcost of such acquisition, construction or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired improvement (including related expenditures capitalized for federal income tax purposes in connection therewith) incurred after the date of the Indenture this Indenture; (b) Liens of or upon any property, shares of capital stock or Indebtedness existing at the time of such acquisitionacquisition thereof, whether by merger, consolidation, purchase, lease or the acquisition otherwise (including Liens of any or upon property, shares of stock, capital stock or Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without corporation existing at the assumption thereof, PROVIDED that every time such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of corporation becomes a Subsidiary or any Principal Property so acquired and fixed improvements thereonSubsidiary); (2c) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Liens in favor of the Company or any Restricted Subsidiary; (4d) Liens in favor of the United States of America or any Lien on Principal Property being constructed state thereof, or improved securing loans any department, agency or instrumentality or political subdivision of the United States of America or any State thereof or political entity affiliated therewith to finance secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such construction Liens (including Liens incurred in connection with pollution control, industrial revenue or improvementssimilar financings); (5e) Liens on any Lien on shares property created, assumed or otherwise brought into existence in contemplation of stock, Indebtedness the sale or other obligations disposition of a Subsidiary the underlying property, whether directly or indirectly, by way of share disposition or otherwise; provided that 180 days from the creation of such Liens the Company must have disposed of such property and any Indebtedness secured by such Liens shall be without recourse to the Company or any Principal Property Incurred Subsidiary; (f) 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 Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; (g) Liens arising out of 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 issuance payment of tax exempt government obligationsmoney) 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 limited to, interpleader proceedings; (h) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any 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 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; (j) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords' liens and other similar liens and encumbrances none of which interferes materially with the use of the property covered thereby in the ordinary course of the business of the Company or such Subsidiary and which do not, in the opinion of the Company, materially detract from the value of such properties; and (6k) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of or substitution for any Lien permitted by any of referred to in the preceding foregoing clauses (1) through (5), PROVIDED, in the case of a Lien permitted under clause (1a), (2) b), or (4e) to (j), inclusive; provided that (i) such extension, renewal or replacement Lien shall be limited to all or a part of the debt same property, shares of stock or Indebtedness that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the amount of Indebtedness secured by such Lien at such time is not increased nor the Lien extended to any additional assets. (c) increased. Notwithstanding the foregoing, the Company and its Subsidiaries, or any Restricted Subsidiary of them, may create incur, issue, assume, guarantee or assume permit to exist Indebtedness secured by Liens in addition to those permitted by clauses (1) through (6)without equally and ratably securing the Securities of each series then Outstanding, and renewprovided, extend or replace such Liens, provided that at the time of such creationincurrence, assumptionissuance, renewalassumption or guarantee of Indebtedness, extension or replacement of such Lien, and after giving effect theretothereto and to the retirement of any Indebtedness of the Company or of any Subsidiary which is concurrently being retired, together with any sale the sum of (i) the aggregate amount of all outstanding Indebtedness of the Company and leaseback transactions permitted under all the Subsidiaries secured by Liens which could not have been incurred, issued, assumed or guaranteed by the Company or a Subsidiary without equally or ratably securing the Securities of each series then Outstanding, except for the provisions of this paragraph, plus (ii) the Attributable Value of Sale and Leaseback Transactions entered into pursuant to the penultimate paragraph of Section 1006(b) hereof10.11, Exempted Debt does not at such time exceed 20the greater of 10% of Consolidated the Net Tangible AssetsAssets or 10% of the Consolidated Capitalization of the Company. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to, Incur any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture or thereafter acquired, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with such Lien. (b) The foregoing restrictions will not apply to: (1) the Incurrence of any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED provided that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligations; and (6) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5), PROVIDEDprovided, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will not, and will not permit any Restricted Principal Subsidiary of the Company to, Incur issue, assume or guarantee any Indebtedness for money borrowed ("Debt") if such Debt is secured by any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or upon any Principal Property of the Company or a Restricted any Principal Subsidiary, or on any stock or Indebtedness of any Principal Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the this Indenture or thereafter hereafter acquired, without in making effective provision to secure any such case effectively providing that all the Securities will be directly secured outstanding Notes equally and ratably with the other Indebtedness of the Company or any Principal Subsidiary thereby secured for so long as any such Lien.other Indebtedness of the Company or any Principal Subsidiary shall be so secured. Notwithstanding anything to the contrary herein, the Company's obligation to secure any outstanding Notes shall not prevent, restrict or apply to any Debt secured by the following types of Liens: (a) Liens on property, stock or Indebtedness existing as of the date of the first issuance of the Notes; (b) The foregoing restrictions will not apply to: (1) the Incurrence of any Lien Liens on any shares of stockproperty acquired, Indebtedness constructed or other obligations of a Subsidiary improved, which are created or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary assumed contemporaneously with or within 180 days after such acquisition, or completion of such construction or improvement, whichever is later, (or within 120 days thereafter, six months thereafter pursuant to a firm commitment for financing arrangements entered into within such 180-day period) to secure or provide for the payment of all or a portion of the purchase price or cost thereof; (c) Liens on property, stock or Indebtedness of any Person existing at the time of its acquisition by the Company or any Principal Subsidiary (including acquisition through merger or consolidation or acquisition of stock or assets or otherwise) or arising thereafter pursuant to contractual commitments entered into prior to such acquisition; PROVIDED that such Lien does not apply to any property owned by the Company or a Principal Subsidiary prior to the date of such acquisition other than, in the case of any construction or improvement, any previously unimproved real property on which the property so constructed, or improved, is located; (d) Liens to secure Debt of the Company or a Subsidiary of the Company that is payable to the Company or to a Subsidiary of the Company; (e) Liens on any property located outside the United States and stock or Indebtedness of any Foreign Subsidiary of the Company; (f) Liens in favor of the Company or its Subsidiaries; (g) Liens in favor of governmental bodies to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing of all or any part of the purchase price thereofor cost of constructing or improving the property subject to such Liens; (h) Liens for the sole purpose of extending, renewing or the assumption of replacing, in whole or in part, Debt secured by any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary referred to in clauses (a) to (g) above or any Principal Property acquired after Lien existing on the date of this First Supplemental Indenture, PROVIDED that the Indenture existing principal amount of Debt secured thereby shall not exceed the principal amount of Debt secured at the time of such acquisitionextension, renewal or replacement and such lien shall be limited to all or a part of the acquisition of any shares of stockproperty which secured the Debt being extended, Indebtedness renewed or other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every replaced (plus improvements on such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon;property); or (2i) any Lien on any shares of stockLiens securing other Debt up to an aggregate amount that, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at together with the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary; (4) any Lien on Principal Property being constructed or improved securing loans liability attributable to finance such construction or improvements; (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred leases entered into in connection with sale and lease-back transactions existing at such time (discounted at the issuance rate of tax exempt government obligations; and (6) any renewal interest in the lease, or if not in the lease at a rate of or substitution for any Lien permitted interest that is equivalent to the rate of interest that is then being charged with respect to Indebtedness secured by any of the preceding clauses (1) through (5like liens on like property), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 2015% of Consolidated Net Tangible AssetsWorth. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary of the Company toto issue, Incur assume or guarantee any Indebtedness secured by any Lien on upon any shares of stock, Indebtedness Operating Property or other obligations of a Subsidiary or any Principal Property Operating Asset of the Company or a Restricted any Subsidiary, whether such shares of stock, Indebtedness property or other obligations of a Subsidiary assets are now owned or Principal Property is owned at the date of the Indenture or thereafter hereafter acquired, without in any such case effectively providing that all the Securities will Notes (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes) shall be directly secured at least equally and ratably with such Lien. (b) The Indebtedness, except that the foregoing restrictions will shall not apply to: (i) (A) a purchase money Lien on such property (including security for inventory financing in the ordinary course of business and vendors' rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) given simultaneously with or within 180 days after the later of (ii) a Lien on real property of the Company or a Subsidiary or, with respect to distribution centers, on equipment used directly in the operation of, or the business conducted on, such real property, which Lien is the sole security for Indebtedness and (x) is incurred within three years after the latest of (1) the Incurrence date of issuance of the Notes under this Indenture, (2) the acquisition of the real property or equipment or (3) the completion of construction or substantial improvement on such real property; (y) is incurred for the purpose of reimbursing the Company or such Subsidiary, as the case may be, for the cost of acquisition and/or the cost of improvement of such real property or equipment, and (z) the amount of which does not exceed the lesser of the aggregate cost of such real property, improvements and equipment and the fair market value thereof, as determined by the Company's Board of Directors or a member of the Company's senior management in good faith; (a) Liens on the Operating Property of the Company or any Lien of its Subsidiaries securing (1) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the securing of debt), (2) contingent obligations on any shares of stock, Indebtedness or surety and appeal bonds and (3) other nondelinquent obligations of a Subsidiary like nature, in each case, incurred in the ordinary course of business, (b) Liens arising solely by virtue of any statutory or any Principal Property acquired after common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit account or other funds, provided that such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the date Company in excess of those set forth by regulations promulgated by the Indenture (including acquisitions by way of merger or consolidation) Federal Reserve Board and such deposit account is not intended by the Company or a Restricted any Subsidiary contemporaneously with to provide collateral to the depository institution, (c) pledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation, (d) statutory and tax Liens for sums not yet due or delinquent or which are being contested or appealed in good faith by appropriate proceedings and (e) Liens arising solely by operation of law and in the ordinary course of business, such acquisitionas mechanics', materialmen's, warehousemen's and carriers' Liens and Liens of landlords or of mortgages of landlords, on fixtures and Operating Assets located on premises leased in the ordinary course of business; (iv) Liens (1) existing on the date of this Indenture, or within 120 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations (2) on assets of a Subsidiary or any Principal Property acquired after existing on the date of the Indenture existing at the time of such acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of it became a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereonSubsidiary; (2v) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Liens in favor of the Company or any Restricted a Subsidiary; (4vi) any Lien on Principal Property being constructed or improved Liens securing loans to finance such construction or improvements; (5) any Lien on shares of stock, only the Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection with the issuance of tax exempt government obligationsissued under this Indenture; and (6vii) any renewal of Liens to secure Indebtedness incurred to extend, renew, refinance or substitution for any Lien permitted replace Indebtedness secured by any Liens referred to in the foregoing clauses (i) to (vi), provided, however, that the principal amount of the preceding clauses -------- ------- extending, renewal, refinancing or replacement Indebtedness does not exceed the principal amount of Indebtedness so extended, renewed, refinanced or replaced, plus transaction costs and fees, and that any such Lien applies only to any part or all of the same property or assets that were subject to the prior permitted Lien (1) through (5), PROVIDEDand, in the case of a Lien permitted under clause (1real property, improvements thereon), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.

Restrictions on Liens. The Borrower will not, nor will it permit any Subsidiary to, create, incur, either voluntarily or involuntarily, or assume any Lien upon any of its property or assets now owned or hereafter acquired, except: (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to, Incur any Lien Liens existing on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of hereof securing Debt outstanding on the Indenture or thereafter acquired, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with such Lien.date hereof; (b) The foregoing restrictions will not apply to: (1) Liens incidental to the Incurrence conduct of any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, its business or the assumption ownership of any Lien upon any shares its properties and assets which were not incurred in connection with the borrowing of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing at the time of such acquisition, 35 41 money or the acquisition obtaining of any shares advances or credit or the incurrence of stock, Indebtedness Derivatives Obligations and which do not materially detract from the value of its property or other obligations assets or materially impair the use thereof in the operation of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (1) shall attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereonits business; (2c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days before or after the acquisition thereof; (d) Liens incurred in connection with Guarantees of the type described in the proviso to the definition of Debt and Liens incurred in connection with the acquisition of, or improvements to, real estate; provided, however, that no such Lien shall extend to or cover any property other than the property so acquired or improved; (e) any Lien existing on any assets of any corporation or other entity at the time it becomes a Subsidiary and not created in contemplation of such corporation becoming a Subsidiary, or existing on any assets acquired by the Borrower or any Subsidiary through purchase, merger, consolidation, or otherwise and not created in contemplation of such purchase, merger, consolidation or other transaction; (f) any Lien resulting from any order of attachment, distraint or other legal process arising out of judicial proceedings so long as the execution or other enforcement thereof is effectively stayed; (g) Liens on shares of stock, Indebtedness capital stock or other obligations property of a Subsidiary securing obligations owing by such Subsidiary to the Borrower or any Principal Property existing at the date of the Indenture; (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted to another Subsidiary; (4h) Liens arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien on Principal Property being constructed or improved securing loans to finance permitted by this Section 5.10, provided that such construction or improvementsDebt is not increased and is not secured by any additional assets; (5i) any Lien on shares of stock, Indebtedness Liens to banks or other obligations of a Subsidiary or any Principal Property Incurred institutions arising in connection with the issuance of tax exempt government obligations; andletters of credit or bankers' acceptances in connection with the shipment or storage of goods in the ordinary course of business; (6j) any renewal Lien which may be deemed to result from an agreement or commitment to exchange securities of or substitution a Subsidiary for any Lien permitted by any other securities of the preceding clauses (1) through (5)Borrower, PROVIDED, in the case whether or not such securities of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets.Subsidiary are placed in escrow for such purpose; (ck) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by clauses (1) through (6), on cash and renew, extend or replace such Lienscash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at the no time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien.$50,000,000; and