Common use of Restrictions on Liens Clause in Contracts

Restrictions on Liens. (a) The Company will not, at any time during which any Notes are outstanding, issue, assume or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) secured by any Lien upon any property or asset of the Company (whether such property or asset is now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company ranking equally with the Notes and then existing or thereafter created) equally and ratably with (or, at the Company’s option, prior to) such Debt, provided, however, that the foregoing restrictions shall not apply to or prevent the creation of: (i) Liens on any property acquired, constructed or improved by the Company after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion of the construction or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other than, in the case of any such construction or improvement, any theretofore unimproved property on which the property so constructed or the improvement is located; (ii) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iii) Liens in favor of the United States of America, any state or any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; (iv) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of business; (v) Liens on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (vi) any Lien existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses (a)(i) through (a)(vii), inclusive, or this clause (a)(viii); provided, however, that the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property). (b) The provisions of Section 4.07(a) shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company (other than Debt secured by Liens permitted by Section 4.07(a)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalization.

Restrictions on Liens. (a1) The Company will not, at any time during which any Notes are outstandingOutstanding, issue, assume or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) secured by any Lien upon any property or asset of the Company (whether such property or asset is now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company ranking equally with the Notes and then existing or thereafter created) equally and ratably with (or, at the Company’s option, prior to) such Debt, provided, however, that the foregoing restrictions shall not apply to or prevent the creation of: (iA) Liens on any property acquired, constructed or improved by the Company after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion of the construction or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii1)(B) and (a)(iii1)(C) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other than, in the case of any such construction or improvement, any theretofore unimproved property on which the property so constructed or the improvement is located; (iiB) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iiiC) Liens in favor of the United States of America, any state or any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; (ivD) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of business; (vE) Liens on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (viF) any Lien existing on the Issue Date; (viiG) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viiiH) Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses (a)(i1)(A) through (a)(vii1)(G), inclusive, or this clause (a)(viii1)(H); provided, however, that the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property). (b2) The provisions of Section 4.07(a908(1) shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company (other than Debt secured by Liens permitted by Section 4.07(a908(1)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i908(1)(A) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b909(2)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalization.

Restrictions on Liens. (a) The Company Parent will not, at and will not permit any time during which any Notes are outstandingSubsidiary to, issuecreate, assume or guarantee any debt for money borrowed (hereinafter referred suffer to as “Debt”) secured by exist any Lien upon on any property or asset of the Company (whether such property or asset is now owned or hereafter acquired)acquired by it, without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company ranking equally with the Notes and then existing or thereafter created) equally and ratably with (or, at the Company’s option, prior to) such Debt, provided, however, that the foregoing restrictions shall not apply to or prevent the creation ofexcept: (ia) Liens any Lien existing on any property acquired, constructed or improved by asset on the Company after the Issue Date that are created or assumed contemporaneously withdate hereof securing Debt outstanding on such date; (b) any Lien existing on any asset of, or within 120 days afterStock of any Person at the time such Person becomes a Subsidiary, which Lien was not created in contemplation of such acquisition or completion of the construction or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for event; (c) any Lien on any asset securing the payment of all or any part of the purchase price of such property asset upon the acquisition thereof by the Parent or a Subsidiary or securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by the cost of such construction Parent or improvement incurred after the Issue Datea Subsidiary prior to, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of or within one year after such acquisition thereof(or in the case of real property, provided the completion of construction (including any improvements on an existing property) or the commencement of full operation of such asset or property, whichever is later), which Debt is incurred or assumed for the purpose of financing all or part of the cost of acquiring such asset or, in the case of real property, construction or improvements thereon; provided, that the Liens do not apply to any property theretofore owned by the Company other than, in the case of any such acquisition, construction or improvement, any theretofore unimproved property on which the property so constructed or the improvement is located; (ii) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens Lien shall not apply to any property asset theretofore owned by the CompanyParent or a Subsidiary, other than assets so acquired, constructed or improved; (iiid) Liens any Lien existing on any asset or Stock of any Person at the time such Person is merged or consolidated with or into the Parent or a Subsidiary which Lien was not created in contemplation of such event; (e) any Lien existing on any asset or Stock of any Person at the time of acquisition thereof by the Parent or a Subsidiary, which Lien was not created in contemplation of such acquisition; (f) any Lien arising out of the Refinancing of any Debt secured by any Lien permitted by any of the subsections (a) through (e) of this Section 6.09, provided that the principal amount of Debt is not increased and is not secured by any additional assets, except as provided in the last sentence of this Section 6.09; (g) any Lien to secure Debt of a Subsidiary to the Parent or to a Wholly-Owned Consolidated Subsidiary; (h) any Lien created pursuant to a Permitted Securitization Transaction; (i) any Lien in favor of the United States of America, any state or any foreign country (or any department, agency or agency, instrumentality or political subdivision of any such jurisdiction to secure country) securing obligations arising in connection with partial, progress, advance or other payment payments pursuant to any contract contract, statute, rule or statute regulation or to secure any indebtedness securing obligations incurred for the purpose of financing all or any part of the purchase price or (including the cost of constructing installation thereof or, in the case of real property, the cost of construction or improving improvement or installation of personal property thereon) of the property asset subject to such Liens, Lien (including, without limitationbut not limited to, Liens to secure Debt of the any Lien incurred in connection with pollution control or control, industrial revenue bond typeor similar financings); (ivj) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any single obligation in an amount exceeding $25,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (vk) Liens on incurred and pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purposeLien imposed by ERISA; (vi) any Lien existing on the Issue Date; (viil) Liens on moneys for taxes, assessments and governmental charges or government obligations deposited with levies which are not yet due or are payable without penalty or of which the amount, applicability or validity is being contested by the Parent or a trustee or agent for holders of Debt Subsidiary whose property is subject thereto in good faith by appropriate proceedings as to defease such Debtwhich adequate reserves are being maintained; and (viiim) Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in not otherwise permitted by the foregoing clauses (a)(ia) through (a)(viij) of this Section 6.09 securing Debt or other obligations (without duplication) in an aggregate principal amount at any time outstanding not to exceed an amount equal to 5% of Consolidated Tangible Assets at such time. It is understood that any Lien permitted to exist on any asset pursuant to the foregoing provisions of this Section 6.09 may attach to the proceeds of such asset and, with respect to Liens permitted pursuant to subsections (a), inclusive, or this clause (a)(viii); provided, however, that the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property). (b), (d), (e), (f) The provisions of Section 4.07(a) shall not apply (but only with respect to the issuance, assumption or guarantee by the Company Refinancing of a Debt secured by a Lien which would otherwise be subject permitted pursuant to such restrictions up subsections (a), (b), (d) or (e)) or (g) of this Section 6.09, may attach to an aggregate amount that, together with all other Indebtedness asset acquired in the ordinary course of the Company (other than Debt secured by Liens permitted by Section 4.07(a)) that would otherwise be subject to business as a replacement of such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalizationformer asset.

Restrictions on Liens. (a) The Company will not, at and will not permit any time during which any Notes are outstanding, Subsidiary to issue, assume or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) Indebtedness secured by any Lien upon any property Operating Property or asset Operating Asset of the Company (or any Subsidiary, whether such property or asset is assets are now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, providing that the Notes (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company Indebtedness ranking equally with the Notes and then existing or thereafter createdNotes) shall be secured at least equally and ratably with (orsuch Indebtedness, at the Company’s option, prior to) such Debt, provided, however, except that the foregoing restrictions shall not apply to or prevent the creation ofto: (i) Liens (A) a purchase money Lien on any such property acquired, constructed (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 improved by the Company within 180 days after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, such later of (1) the acquisition or completion of the construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a "substantial improvement") of such property, or (2) the date such property was placed in operation after the acquisition or completion of any such construction or substantial improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for (B) the payment acquisition of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other thanor such Subsidiary subject to an existing Lien securing Indebtedness (whether or not assumed), including in each case, Indebtedness incurred for reimbursement of funds previously expended for any construction or substantial improvement, provided, -------- however, that in each case (x) such Lien is limited to any or all of (i) ------- such acquired or constructed property or substan- tial improvement (including accretions thereto), (ii) the real property on which any construction or substantial improvement occurs, or (iii) with respect to distribution centers, any equipment used directly in the case operation of, or the business conducted on, the real property on which any construction or substantial improvement occurs, and (y) the total amount of the Indebtedness secured by such Lien, together with all other Indebtedness to Persons other than the Company or a Subsidiary secured by Liens on such property, shall not exceed the lesser of (i) the total cost of such property, including any such construction or substantial improvement, any theretofore unimproved property on which to the property so constructed Company or a Subsidiary, and (ii) the fair market value thereof immediately following the acquisition, construction or substantial improvement is locatedthereof by the Company or a Subsidiary as determined by the Company's Board of Directors or a member of the Company's senior management in good faith; (ii) existing Liens a Lien on any 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 date of issuance of the Notes under this Indenture, (2) the acquisition of the real property or indebtedness equipment or (3) the completion of a Person that construction or substantial improvement on such real property; (y) is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iii) Liens in favor of the United States of America, any state or any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all reimbursing the Company or any part 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 purchase price or aggregate cost of constructing such real property, improvements and equipment and the fair market value thereof, as determined by the Company's Board of Directors or improving the property subject to such Liens, including, without limitation, Liens to secure Debt a member of the pollution control or industrial revenue bond typeCompany's senior management in good faith; (iva) Liens on current assets the Operating Property of the Company or any 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 surety and appeal bonds and (3) other nondelinquent obligations of a like nature, in each case, incurred in the ordinary course of business, (b) Liens arising solely by virtue of any statutory or common law provision relating to secure loans which mature within 12 months from 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 creation thereof Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and such deposit account is not intended by the Company or any Subsidiary 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 made 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 as 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 (2) on assets of a Subsidiary existing on the date it became a Subsidiary; (v) Liens on any property (including any natural gas, oil or other mineral property) in favor of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purposeSubsidiary; (vi) any Lien existing on Liens securing only the Issue Date;Indebtedness issued under this Indenture; and (vii) Liens on moneys to secure Indebtedness incurred to extend, renew, refinance or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) replace Indebtedness secured by any Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses (a)(ii) through to (a)(viivi), inclusive, or this clause (a)(viii); provided, however, that the principal amount -------- ------- of Debt so secured at the time of such extensionextending, renewal renewal, refinancing or replacement (plus all accrued interest on Indebtedness does not exceed the Debt and the principal amount of all fees Indebtedness so extended, renewed, refinanced or replaced, plus transaction costs and expenses, including premiums, incurred in connection therewith) may not be increasedfees, and that any such extension, renewal Lien applies only to any part or replacement is limited to all or part of the same property or indebtedness which secured assets that were subject to the prior permitted Lien so extended(and, renewed or replaced (plus in the case of real property, improvements on such propertythereon). (b) The provisions of Section 4.07(a) shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company (other than Debt secured by Liens permitted by Section 4.07(a)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalization.

Restrictions on Liens. (a) The Company will not, at and will not permit any time during which any Notes are outstanding, Subsidiary to issue, assume or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) Indebtedness secured by any Lien upon any property Operating Property or asset Operating Asset of the Company (or any Subsidiary, whether such property or asset is assets are now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, providing that the Notes (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company Indebtedness ranking equally with the Notes and then existing or thereafter createdNotes) shall be secured at least equally and ratably with (orsuch Indebtedness, at the Company’s option, prior to) such Debt, provided, however, except that the foregoing restrictions shall not apply to or prevent the creation ofto: (i) Liens (A) a purchase money Lien on any such property acquired, constructed (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 improved by the Company within 180 days after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, such later of (1) the acquisition or completion of the construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a "substantial improvement") of such property, or (2) the date such property was placed in operation after the acquisition or completion of any such construction or substantial improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for (B) the payment acquisition of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other thanor such Subsidiary subject to an existing Lien securing Indebtedness (whether or not assumed), including in each case, Indebtedness incurred for reimbursement of funds previously expended for any construction or substantial improvement, provided, however, that in each case (x) such Lien -------- ------- is limited to any or all of (i) such acquired or constructed property or substantial improvement (including accretions thereto), (ii) the real property on which any construction or substantial improvement occurs, or (iii) with respect to distribution centers, any equipment used directly in the case operation of, or the business conducted on, the real property on which any construction or substantial improvement occurs, and (y) the total amount of the Indebtedness secured by such Lien, together with all other Indebtedness to Persons other than the Company or a Subsidiary secured by Liens on such property, shall not exceed the lesser of (i) the total cost of such property, including any such construction or substantial improvement, any theretofore unimproved property on which to the property so constructed Company or a Subsidiary, and (ii) the fair market value thereof immediately following the acquisition, construction or substantial improvement is locatedthereof by the Company or a Subsidiary as determined by the Company's Board of Directors or a member of the Company's senior management in good faith; (ii) existing Liens a Lien on any 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 date of issuance of the Notes under this Indenture, (2) the acquisition of the real property or indebtedness equipment or (3) the completion of a Person that construction or substantial improvement on such real property; (y) is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iii) Liens in favor of the United States of America, any state or any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all reimbursing the Company or any part 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 purchase price or aggregate cost of constructing such real property, improvements and equipment and the fair market value thereof, as determined by the Company's Board of Directors or improving the property subject to such Liens, including, without limitation, Liens to secure Debt a member of the pollution control or industrial revenue bond typeCompany's senior management in good faith; (iva) Liens on current assets the Operating Property of the Company or any 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 surety and appeal bonds and (3) other nondelinquent obligations of a like nature, in each case, incurred in the ordinary course of business, (b) Liens arising solely by virtue of any statutory or common law provision relating to secure loans which mature within 12 months from 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 creation thereof Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and such deposit account is not intended by the Company or any Subsidiary 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 made 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 as 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 (2) on assets of a Subsidiary existing on the date it became a Subsidiary; (v) Liens on any property (including any natural gas, oil or other mineral property) in favor of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purposeSubsidiary; (vi) any Lien existing on Liens securing only the Issue Date;Indebtedness issued under this Indenture; and (vii) Liens on moneys to secure Indebtedness incurred to extend, renew, refinance or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) replace Indebtedness secured by any Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses (a)(ii) through to (a)(viivi), inclusive, or this clause (a)(viii); provided, however, that the principal amount -------- ------- of Debt so secured at the time of such extensionextending, renewal renewal, refinancing or replacement (plus all accrued interest on Indebtedness does not exceed the Debt and the principal amount of all fees Indebtedness so extended, renewed, refinanced or replaced, plus transaction costs and expenses, including premiums, incurred in connection therewith) may not be increasedfees, and that any such extension, renewal Lien applies only to any part or replacement is limited to all or part of the same property or indebtedness which secured assets that were subject to the prior permitted Lien so extended(and, renewed or replaced (plus in the case of real property, improvements on such propertythereon). (b) The provisions of Section 4.07(a) shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company (other than Debt secured by Liens permitted by Section 4.07(a)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalization.

Restrictions on Liens. (a) The Company will notnot incur, at any time during which any Notes are outstanding, issuecreate, assume or otherwise become liable in re- spect of any Indebtedness secured by a Lien, or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) Indebtedness with a guarantee which is secured by a Lien, on any Lien upon any property or asset Principal Domestic Prop- erty of the Company (whether such property or asset is now owned any shares of stock or hereafter acquired)Indebtedness of any Significant Subsidiary, without in any such case effectively securing, prior to or concurrently with providing that the issuance, assumption or guarantee Securities of any such Debt, the Notes each Series (together with, if the Company shall so determine, any other indebtedness Indebtedness of or guarantee by the Company then existing or thereafter created ranking equally with the Notes and then existing or thereafter createdSecu- rities of each Series) shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such Debtsecured Indebtedness, so long as such secured Indebtedness shall be so secured; provided, however, that the foregoing restrictions this Section 4.08 shall not apply to or prevent the creation ofIndebtedness secured by: (i1) Liens existing on any property acquired, constructed or improved by the Company after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion date of the construction or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, this Indenture; (2) Liens in favor of governmental bodies to secure progress, advance or provide for other payments; (3) Liens existing on property, shares of stock or Indebtedness at the time of acquisition thereof (including acquisition through lease, merger or con- solidation) or Liens to secure the payment of all or any part of the purchase pur- chase price of such property thereof or the cost of such construction construction, installation, renovation, improvement or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other than, in the case of any such construction development thereon or improvement, any theretofore unimproved property on which the property so constructed or the improvement is located; (ii) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iii) Liens in favor of the United States of America, any state or any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payment pursuant to any contract or statute thereof or to secure any indebtedness Indebtedness incurred prior to, at the time of, or within 360 days after the later of the acquisition, completion of such construction, installation, renovation, im- provement or development or the commencement of full operation of such prop- erty or within 360 days after the acquisition of such shares or Indebtedness for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond typethereof; (iv) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of business; (v) Liens on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (vi) any Lien existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses (a)(i) through (a)(vii), inclusive, or this clause (a)(viii); provided, however, that the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property). (b) The provisions of Section 4.07(a) shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company (other than Debt secured by Liens permitted by Section 4.07(a)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalization.

Restrictions on Liens. (a) The So long as any Securities remain outstanding, the Company will not, at nor will the Company permit any time during which any Notes are outstandingSubsidiary other than a Utility to, issue, assume or guarantee any debt for money borrowed (hereinafter in this Section 1008 referred to as “"Debt”) "), secured by any Lien mortgage, security interest, pledge, lien or other encumbrance (hereinafter in this Section 1008 called "mortgage" or "mortgages") upon any property or asset of the Company or any such Subsidiary (other than a Utility), except indebtedness issued by any such Subsidiary and owned by the Company or any other such Subsidiary (whether such property or asset indebtedness is now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes Securities (together with, if the Company shall so determine, any other indebtedness of or guarantee guaranteed by the Company or such Subsidiary ranking equally with the Notes Securities and then existing or thereafter created) equally and ratably with (or, at the Company’s option, or prior to) such Debt, provided, however; PROVIDED, that the foregoing restrictions shall not apply to or nor prevent the creation or existence of: (i) Liens mortgages on any property property, acquired, constructed or improved by the Company or any of the Subsidiaries other than the Utilities after the Issue Date that date of this Indenture, and any improvements thereon, accessions thereto or other property acquired or constructed for use in connection therewith or related thereto, which are created or assumed prior to or contemporaneously with, or within 120 180 days after, such acquisition or completion of the such construction or improvement, or within six months one year thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120180-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Datedate of this Indenture, or, in addition to Liens mortgages contemplated by clauses (a)(iiii) and (a)(iiiiii) below, Liens mortgages on any property existing at the time of acquisition thereof; PROVIDED, provided that the Liens do mortgages shall not apply to any property theretofore owned by the Company or any such Subsidiary other than, in the case of any such construction or improvement, any theretofore (1) unimproved real property on which the property so constructed or the improvement is located, (2) other property (or improvements thereon) which is an improvement to or is acquired or constructed for use in connection therewith or related thereto, (3) any right and interest under any agreement or other documents relating to the property being so constructed or improved or such other property and (4) the stock of any Subsidiary created or maintained for the primary purpose of owning the property so constructed or improved; (ii) existing Liens mortgages on any property or indebtedness of a Person that which is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the CompanyCompany or a Subsidiary; (iii) Liens mortgages on property or indebtedness of a Person existing at the time such Person becomes a Subsidiary; (iv) mortgages to secure Debt of a Subsidiary to the Company or to another Subsidiary other than a Utility; (v) mortgages in favor of the United States of America, any state or State, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction jurisdiction, to secure partial, progress, advance or other payment payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or of the cost of constructing or improving the property subject to such Liensmortgages, including, without limitation, Liens mortgages to secure Debt of the pollution control or industrial revenue bond type; (ivvi) Liens on current assets mortgages to secure Debt of the Company to secure loans which mature or any Subsidiary maturing within 12 months from the creation thereof and which are made incurred in the ordinary course of business; (vvii) Liens mortgages on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or exploration, drilling for or development of oil or gas reserves or laying a pipeline thereof or to secure Debt incurred to provide funds for any such purpose; (viviii) any Lien mortgages existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders date of Debt to defease such Debtthis Indenture; and (viiiix) Liens mortgages for the sole purposes of extending, renewing or replacing, replacing in whole or in part, Liens securing part Debt of the type secured by any mortgage referred to in the foregoing clauses (a)(ii) through to (a)(viiviii), inclusive, or this clause (a)(viiiix); provided, howeverPROVIDED, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increasedreplacement, and that such extension, renewal or replacement is shall be limited to all or a part of the property or indebtedness which secured the Lien mortgage so extended, renewed or replaced (plus improvements on such property). (b) The provisions of subsection (a) of this Section 4.07(a) 1008 shall not apply to the issuance, assumption or guarantee by the Company or any Subsidiary of Debt secured by a Lien mortgage which would otherwise be subject to such the foregoing restrictions up to an aggregate amount thatwhich, together with all other Indebtedness Debt of the Company and the Subsidiaries other than the Utilities secured by mortgages (other than Debt secured by Liens mortgages permitted by subsection (a) of this Section 4.07(a)) that 1008 which would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)foregoing restrictions), does not at the time exceed 5% of Consolidated Net Tangible Assets. (c) If at any time the Company issuesor any Subsidiary other than the Utilities shall issue, assumes assume or guarantees guarantee any Debt secured by any mortgage and if subsection (a) of this Section 1008 requires that the Securities be secured equally and ratably with such Lien exceed 10% Debt, the Company will promptly deliver to the Trustee an Officers' Certificate stating that, and Opinion of Total CapitalizationCounsel to the effect that, the covenant of the Company contained in subsection (a) of this Section has been complied with.

Restrictions on Liens. (a) The Company will not, at nor will it permit any time during which any Notes are outstandingDomestic Subsidiary to, issue, assume or guarantee any debt for money borrowed (hereinafter in this Article Ten referred to as “"Debt”") secured by any Lien mortgage, security interest, pledge, lien or other encumbrance (hereinafter called "mortgage" or "mortgages") upon any property or asset Principal Property of the Company or of a Domestic Subsidiary or indebtedness of any Domestic Subsidiary (whether such property Principal Property or asset indebtedness is now owned or hereafter hereinafter acquired), ) without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee guaranty of any such Debt, the Notes Securities (together with, if the Company shall so determine, any other indebtedness of or guarantee guaranteed by the Company or such Domestic Subsidiary ranking equally with the Notes Securities and then existing or thereafter created) equally and ratably with (or, at the Company’s option, prior to) such Debt, ; provided, however, that the foregoing restrictions shall not apply to or prevent the creation of:to (i) Liens mortgages on any property acquired, constructed or improved by the Company or any Domestic Subsidiary after the Issue Date that date of this Indenture which are created or assumed contemporaneously with, or within 120 24 months days after, such acquisition acquisition, or completion of the such construction or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 12024-day month period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Datedate of this Indenture, or, in addition additional to Liens mortgages contemplated by clauses (a)(iiii) and (a)(iiiiii) below, Liens mortgages on any property existing at the time of acquisition thereof, ; provided that the Liens do mortgage shall not apply to any property theretofore owned by the Company or any Domestic Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed constructed, or the improvement improvement, is located; (ii) existing Liens mortgages on any property property, shares of stock, or indebtedness existing at the time of acquisition thereof from a Person that corporation which is merged with or into the Company or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Companya Domestic Subsidiary; (iii) Liens mortgages on property of a corporation existing at the time such corporation becomes a Domestic Subsidiary; (iv) mortgages to secure Debt of a Domestic Subsidiary to the Company or another Domestic Subsidiary; (v) mortgages in favor of the United States of America, any state America or any foreign country State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any such jurisdiction State thereof, to secure partial, partial progress, advance or other payment payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; (iv) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of business; (v) Liens on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purposemortgages; (vi) any Lien existing mortgages on timberlands in connection with an arrangement under which the Issue DateCompany or a Domestic Subsidiary is obligated to cut or pay for timber in order to provide the secured party with a specified amount of money, however determined; (vii) Liens on moneys mortgages securing tax exempt debt of the Company or government obligations deposited with a trustee or agent for holders of Debt to defease such DebtDomestic Subsidiary; andor (viii) Liens mortgages for the sole purposes purpose of extending, renewing or replacing, replacing in whole or in part, Liens securing part Debt of the type secured by any mortgage referred to in the foregoing clauses (a)(ii) through to (a)(viivii), inclusive, or in this clause (a)(viii)viii) or any mortgage existing on the date of this Indenture; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increasedreplacement, and that such extension, renewal or replacement is shall be limited to all or a part of the property or indebtedness which secured the Lien mortgage so extended, renewed or replaced (plus improvements on such property). (b) The provisions of subsection (a) of this Section 4.07(a) 1005 shall not apply to the issuance, assumption or guarantee by the Company or any Domestic Subsidiary of Debt secured by a Lien mortgage which would otherwise be subject to such the foregoing restrictions up to an aggregate amount thatwhich, together with all other Indebtedness Debt of the Company and its Domestic Subsidiaries secured by mortgages (other than Debt secured by Liens mortgages permitted by subsection (a) of this Section 4.07(a)1005) that which would otherwise be subject to such the foregoing restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction thatwhich, if such Sale and Lease-back Transaction had been a Lienmortgage, would have been permitted by clause (i) of Section 4.07(a)(i1005(a) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with clause (b) of Section 4.08(b)), 1006) does not at the time exceed 15% of Consolidated Net Tangible Assets. (c) If at any time the Company issuesor any Domestic Subsidiary shall issue, assumes assume or guarantees guarantee any Debt secured by any mortgage and if paragraph (a) of this Section 1005 requires that the Securities be secured equally and ratably with such Lien exceed 10% Debt, the Company will promptly deliver to the Trustee (i) an Officers' Certificate stating that the covenant of Total Capitalizationthe Company contained in paragraph (a) of this Section 1005 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. In the event that the Company shall hereafter secure the Securities equally and ratably with any other obligation or indebtedness pursuant to the provisions of this Section 1005, the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Securities so secured, equally and ratably with such other obligation or indebtedness.

Restrictions on Liens. (a) The Company will not, at nor will it permit any time during which any Notes are outstandingSubsidiary to, issue, assume or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) Debt secured by any Lien upon any property Operating Property or asset upon any shares of the Company stock or Debt of any Subsidiary (whether such property Operating Property, shares of stock or asset Debt is now owned or hereafter acquired), ) without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee guaranty of any such Debt, the Notes (together with, if the Company shall so determine, any other indebtedness Debt of or guarantee guaranteed by the Company or such Subsidiary ranking equally with the Notes and then existing or thereafter created) equally and ratably with (or, at the Company’s option, prior to) such Debt, provided, however, ; provided that the foregoing restrictions shall not apply to or prevent the creation ofto: (i) Liens on any property Operating Property acquired, constructed constructed, improved or improved opened by the Company or any Subsidiary after the Issue Date that are created date of this Third Supplemental Indenture to secure Debt issued, assumed or assumed contemporaneously with, or guaranteed within 120 360 days after, after such acquisition or completion of the construction or improvement, improvement or within six months thereafter pursuant Opening to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for the payment of all or any part of the purchase price of such property of, or the cost of constructing or improving or Opening, such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other than, in the case of any such construction or improvement, any theretofore unimproved property on which the property so constructed or the improvement is locatedOperating Property; (ii) Liens existing on any Operating Property at the time of its acquisition by the Company or one of its Subsidiaries, or Liens on any shares of stock or Debt of any Subsidiary existing at the time it becomes a Subsidiary; (iii) Liens existing on any property or indebtedness of acquired from a Person that is merged with or into the Company or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Companya Subsidiary; (iiiiv) Liens to secure Debt of a Subsidiary to 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, America or any state or any foreign country thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any such jurisdiction state thereof to secure partial, partial progress, advance or other payment payments pursuant to any contract or statute or to secure any indebtedness Debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; (iv) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of business; (v) Liens on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (vi) any Lien existing on the Issue Date; (vii) Liens on moneys imposed by law, such as carriers', warehousemen's, mechanics', landlord's, materialmen's, repairmen's or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; andother 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 sole purposes issuance by a state or political subdivision of extendinga 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, renewing as amended, or replacingany other laws and regulations in effect at the time of such issuance; or (xii) Liens securing Debt incurred to extend, renew or replace in whole or in partpart Debt secured by any Lien, Liens securing provided that (a) the principal amount of Debt of the type referred to in the foregoing clauses (a)(i) through (a)(vii), inclusive, or this clause (a)(viii); provided, however, that secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increasedreplacement, and that (b) such extension, renewal or replacement is shall be limited to all or a part of the property or indebtedness which that secured the Lien Debt so extended, renewed or replaced (plus improvements on such property). (b) The provisions of Section 4.07(a) shall not apply In addition to the issuanceforegoing, assumption the Company and its Subsidiaries may issue, assume or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate upon any Operating Property or shares of stock or Debt of any Subsidiary or enter into a Sale and Leaseback Transaction involving any Operating Property without equally and ratably securing the Notes if the sum of (1) the amount that, together with all other Indebtedness of the Company (other than Debt secured by Liens permitted otherwise prohibited by Section 4.07(a)3.01(a) that would otherwise be subject to such restrictions and (2) the Value Attributable Debt of all Sale and Lease-back Leaseback Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted otherwise prohibited by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), 3.02 does not exceed at the time 10% of Consolidated Net Tangible Assets. (c) If at any time the Company issuesor any Subsidiary shall issue, assumes assume or guarantees 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 Lien exceed 10% 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 Total Capitalizationthe 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) If the Company shall hereafter secure the Notes equally and ratably with any other Debt pursuant to the provisions of this Section 3.01, the 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 the holders of the Notes so secured, equally and ratably with such other Debt.

Restrictions on Liens. (a1) The Company will not, at any time during which any Notes are outstandingOutstanding, issue, assume or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) secured by any Lien upon any property or asset of the Company (whether such property or asset is now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company ranking equally with the Notes and then existing or thereafter created) equally and ratably with (or, at the Company’s option, prior to) such Debt, provided, however, that the foregoing restrictions shall not apply to or prevent the creation of: (iA) Liens on any property acquired, constructed or improved by the Company after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion of the construction or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii1)(B) and (a)(iii1)(C) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other than, in the case of any such construction or improvement, any theretofore unimproved property on which the property so constructed or the improvement is located; (iiB) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iiiC) Liens in favor of the United States of America, any state or any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; (ivD) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of business; (vE) Liens on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (viF) any Lien existing on the Issue Date; (viiG) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viiiH) Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses (a)(i1)(A) through (a)(vii1)(G), inclusive, or this clause (a)(viii1)(H); provided, however, that the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property). (b2) The provisions of Section 4.07(a908(1) shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company (other than Debt secured by Liens permitted by Section 4.07(a908(1)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i908(1)(A) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b909(2)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalization.

Restrictions on Liens. (a1) The Company will not, at nor will it permit any time during which any Notes are outstandingDomestic Subsidiary to, incur, issue, assume or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) Debt secured by any a Lien upon any property Principal Property or asset on any shares of the Company stock or Debt of any Domestic Subsidiary (whether such property Principal Property, shares of stock or asset Debt is now owned or hereafter acquired), ) without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, providing that the Notes (together with, if the Company shall so determine, any other indebtedness of or guarantee guaranteed by the Company or such Domestic Subsidiary ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably with (or, at the Company’s option, prior to) such Debt, provided, however, that the foregoing . (a) The restrictions set forth in paragraph (a) in this Section 3.03 shall not apply to or prevent the creation ofto: (i) Liens on property, shares of stock or indebtedness of or guaranteed by any property acquired, constructed or improved by Person existing at the Company after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, time such acquisition or completion of the construction or improvement, or within six months thereafter pursuant to Person becomes a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses Domestic Subsidiary; (a)(iiii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that or to secure the Liens do not apply payment of all or part of the purchase or construction price of property, or to any secure Debt incurred or guaranteed for the purpose of financing all or part of the purchase or construction price of property theretofore owned by or the Company other thancost of improvements on property, in which Debt is incurred or guaranteed prior to, at the case time of, or within 180 days after the later of any such acquisition or completion of such improvements or construction or improvement, any theretofore unimproved property on which commencement of commercial operation of the property so constructed or the improvement is located; (ii) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Companyproperty; (iii) Liens in favor of the Company or any Subsidiary; (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or a Domestic Subsidiary or at the time of a purchase, lease or other acquisition of the property of a Person as an entirety or substantially as an entirety by the Company or a Domestic Subsidiary; (v) Liens on the property of the Company or that of a Domestic Subsidiary in favor of the United States of America, any state America or any foreign country State thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any such jurisdiction other country, or any political subdivision thereof, to secure partial, progress, advance or other payment certain payments pursuant to any contract or statute or to secure any indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price or the cost of constructing or improving construction of the property subject to such Liens, Liens (including, without limitationbut not limited to, Liens to secure Debt of the incurred in connection with pollution control or industrial revenue bond typeor similar financing); (ivvi) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made imposed by law, for example mechanics’, workmen’s, repairmen’s or other similar Liens arising in the ordinary course of business; (v) Liens on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (vi) any Lien existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses (a)(i) through (a)(vii), inclusive, or this clause (a)(viii); provided, however, that the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property). (b) The provisions of Section 4.07(a) shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company (other than Debt secured by Liens permitted by Section 4.07(a)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalization.

Restrictions on Liens. (a1) The Company will shall not, at and shall not permit any time during which of its Subsidiaries to, incur any Notes are outstanding, issue, assume or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) Indebtedness that is secured by any Lien mortgage, deed of trust, security interest, pledge, lien or other encumbrance (hereinafter called a "Lien" or "Liens") upon any property or asset Operating Property of the Company or any of its Subsidiaries or upon any Capital Stock or Indebtedness of any of its Subsidiaries (whether such property Operating Property, Capital Stock or asset Indebtedness is now owned or hereafter acquired), ) without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee guaranty of any such DebtIndebtedness, the Notes Securities (together with, if the Company shall so determine, any other indebtedness Indebtedness of or guarantee guaranteed by the Company or such Subsidiary ranking equally with the Notes Securities and then existing or thereafter created) equally and ratably with (or, at the Company’s option, prior to) such Debt, Indebtedness; provided, however, that the foregoing restrictions shall not apply to or prevent the creation ofto: (ia) Liens on any property acquired, constructed or improved by the Company or any of its Subsidiaries after the Issue Date that date of this Indenture which are created or assumed contemporaneously with, or within 120 days 36 months after, such acquisition acquisition, or completion of the such construction or improvement, or within six months thereafter thereafter, pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day 36 month period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Datedate of this Indenture, or, in addition to Liens contemplated by clauses paragraphs (a)(iib) and (a)(iiic) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do Lien shall not apply to any property theretofore owned by the Company or any of its Subsidiaries other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed constructed, or the improvement improvement, is located;. (iib) existing Liens on any property property, Capital Stock or indebtedness Indebtedness existing at the time of acquisition thereof from a Person that corporation which is merged with or into the Company or consolidated with any of its Subsidiaries; (c) Liens on property of a corporation or other Person existing at the Company; provided that the Liens shall not apply to any property theretofore owned by time such corporation or other Person becomes a Subsidiary of the Company; (iiid) Liens to secure Indebtedness of a Subsidiary of the Company to the Company or another Subsidiary of the Company; (e) Liens in favor of the United States of America, any state America or any foreign country State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any such jurisdiction State thereof to secure partial, partial progress, advance or other payment payments pursuant to any contract or statute or to secure any indebtedness Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing construction or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type;; or (iv) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of business; (v) Liens on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (vi) any Lien existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viiif) Liens for the sole purposes purpose of extending, renewing or replacing, replacing in whole or in part, Liens securing Debt of the type part Indebtedness secured by any Lien referred to in the foregoing clauses (a)(ia) through to (a)(viie), inclusive, or in this clause (a)(viiif); provided, however, that the principal amount of Debt Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increasedreplacement, and that such extension, renewal or replacement is shall be limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property). (ba) The provisions of clause (1) of this Section 4.07(a) 10.5 shall not apply to the issuance, assumption or guarantee by the Company or any of Debt its Subsidiaries of Indebtedness secured by a Lien which would otherwise be subject to such the foregoing restrictions up to an aggregate amount thatwhich, together with all other Indebtedness of the Company and its Subsidiaries secured by Liens (other than Debt secured by Liens permitted by clause (1) of this Section 4.07(a)10.5) that which would otherwise be subject to such the foregoing restrictions and the Value of all Sale and Lease-back Transactions involving the Company or any Subsidiary of the Company in existence at such time (other than any Sale Sales and Lease-back Transaction thatwhich, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by clause (1)(a) of this Section 4.07(a)(i) 10.5 and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with clause (2) of Section 4.08(b)), 10.6) does not at the time excess 8% of the Consolidated Capitalization of the Company issues, assumes and its Subsidiaries. (3) If at any time the Company or guarantees Debt any of its Subsidiaries shall incur any Indebtedness secured by any mortgage and if clause (1) of this Section 10.5 requires that the Securities be secured equally and ratably with such Lien exceed 10% Indebtedness, the Company will promptly execute, at its expense, any instruments necessary to so equally and ratably secure the Securities and deliver the same to the Trustee, as well as (a) an Officers' Certificate stating the covenant of Total Capitalizationthe Company contained in clause (1) of this Section 10.5 has been complied with; and (b) 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. In the event that the Company shall hereby after secure the Securities equally and ratably with any other obligation or Indebtedness pursuant to the provisions of this Section 10.5, the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the holders of the Securities so secured, equally and ratably with such other obligation or Indebtedness.

Restrictions on Liens. (a) The So long as any Securities remain outstanding, the Company will not, at any time during which any Notes are outstanding, not issue, assume or guarantee any debt indebtedness for money borrowed (hereinafter in this Section 1010 referred to as “"Debt”) "), secured by any Lien mortgage, security interest, pledge, lien or other encumbrance (hereinafter in this Section 1010 called "mortgage" or "mortgages") upon any property or asset of the Company (whether such property or asset is now owned or hereafter acquired)Company, without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes Securities (together with, if the Company shall so determine, any other indebtedness Debt of or guarantee guaranteed by the Company ranking equally with the Notes Securities and then existing or thereafter created) equally and ratably with (or, at the Company’s option, or prior to) such Debt, ; provided, however, that the foregoing restrictions shall not apply to or nor prevent the creation or existence of: (i) Liens mortgages on any property property, acquired, constructed or improved by the Company Compamy after the Issue Date that date of this Indenture, and any improvements thereon, accessions thereto or other property acquired or constructed for use in connection therewith or related thereto, which are created or assumed prior to or contemporaneously with, or within 120 180 days after, such acquisition or completion of the such construction or improvement, or within six months one year thereafter pursuant to a firm commitment for financing arranged with a lender or investor -61- within such 120180-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Datedate of this Indenture, or, in addition to Liens mortgages contemplated by clauses (a)(iiii) and (a)(iiiiii) below, Liens mortgages on any property existing at the time of acquisition thereof; provided, provided that the Liens do mortgages shall not apply extend to any property theretofore owned by the Company other than, in the case of any such construction or improvement, any theretofore (1) unimproved real property on which the property so constructed or the improvement is located, (2) other property (or improvement thereon) which is an improvement to or is acquired or constructed for use in connection therewith or related thereto, (3) any right and interest under any agreement or other documents relating to the property being so constructed or improved or such other property and (4) the stock of any Subsidiary created or maintained for the primary purpose of owning the property so constructed or improved; (ii) existing Liens mortgages on any property or indebtedness of a Person that which is merged with or into or consolidated with the Company; provided provided, that the Liens mortgages shall not apply extend to any property theretofore owned by the Company; (iii) Liens mortgages, security interests, pledges, liens or other encumbrances to secure Debt of the Company to American Water Works; (iv) mortgages, security interests, pledges, liens or other encumbrances in favor of the United States of America, any state or State, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction jurisdiction, to secure partial, progress, advance or other payment payments pursuant to any contract or statute or to secure any indebtedness Debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liensmortgages, security interests, pledges, liens or other encumbrances including, without limitation, Liens mortgages to secure Debt of the pollution control or industrial revenue bond type; (ivv) Liens on current assets mortgages to secure Debt of the Company to secure loans which mature maturing within 12 months from the creation thereof and which are made incurred in the ordinary course of business; (v) Liens on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (vi) any Lien mortgages existing on the Issue Date;date of this Indenture; and (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) Liens mortgages for the sole purposes of extending, renewing or replacing, replacing in whole or in part, Liens securing part Debt of the type secured by any mortgage referred to in the foregoing clauses (a)(ii) through to (a)(viivi), inclusive, or this clause (a)(viiivii); provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increasedreplacement, and that such extension, renewal or replacement is shall be limited to all or a part of the property or indebtedness Debt which secured the Lien mortgage so extended, renewed or replaced (plus improvements on such property). Notwithstanding the foregoing, nothing herein shall be deemed (1) to prohibit the Company from assuming or guaranteeing any Debt of American Water Works or any Subsidiary of American Water Works (other than the Company), which Debt is secured by assets of American Water Works or any Subsidiary of American Water Works (other than the Company), or (2) to prohibit the Company (or a Subsidiary of the Company) from securing Debt with accounts receivable in an accounts receivable financing. (b) The provisions of subsection (a) of this Section 4.07(a) 1010 shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien mortgage which would otherwise be subject to such the foregoing restrictions up to an aggregate amount thatwhich, together with all other Indebtedness Debt of American Water Works and the Company Subsidiaries secured by mortgages (other than Debt secured by Liens mortgages permitted by subsection (a) of this Section 4.07(a)) that 1010 which would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)foregoing restrictions), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total CapitalizationConsolidated Net Tangible Assets. (c) If at any time the Company shall issue, assume or guarantee any Debt secured by any mortgage and if subsection (a) of this Section 1010 requires that the Securities be secured equally and ratably with such Debt, the Company will promptly deliver to the Trustee an Officers' Certificate stating that, and Opinion of Counsel to the effect that, the covenants of the Company contained in subsection (a) of this Section 1010 have been complied with. ARTICLE ELEVEN

Restrictions on Liens. (a) The So long as any Securities remain outstanding, neither the Company nor Industries will, nor will not, at Industries permit any time during which any Notes are outstandingSubsidiary other than a Utility to, issue, assume or guarantee any debt for money borrowed (hereinafter in this Section 1008 referred to as “"Debt”) "), secured by any Lien mortgage, security interest, pledge, lien or other encumbrance (hereinafter in this Section 1008 called "mortgage" or "mortgages") upon any property or asset of the Company Company, Industries or any such Subsidiary (other than a Utility), except indebtedness issued by any such Subsidiary and owned by Industries or any other such Subsidiary (whether such property or asset indebtedness is now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes Securities (together with, if the Company shall so determine, any other indebtedness of or guarantee guaranteed by the Company Company, Industries or such Subsidiary ranking equally with the Notes Securities and then existing or thereafter created) equally and ratably with (or, at the Company’s option, or prior to) such Debt, ; provided, however, that the foregoing restrictions shall not apply to or nor prevent the creation or existence of: (i) Liens mortgages on any property property, acquired, constructed or improved by Industries or any of the Company Subsidiaries other than the Utilities after the Issue Date that date of this Indenture which are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion of the such construction or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Datedate of this Indenture, or, in addition to Liens mortgages contemplated by clauses (a)(iiii) and (a)(iiiiii) below, Liens mortgages on any property existing at the time of acquisition thereof, provided that the Liens do mortgages shall not apply to any property theretofore owned by the Company Industries or any such Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement is located; (ii) existing Liens mortgages on any property or indebtedness of a Person that corporation which is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the CompanyIndustries or a Subsidiary; (iii) Liens mortgages on property or indebtedness of a corporation existing at the time such corporation becomes a Subsidiary; (iv) mortgages to secure Debt of a Subsidiary to Industries or to another Subsidiary other than a Utility; (v) mortgages in favor of the United States of America, any state or State, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction jurisdiction, to secure partial, progress, advance or other payment payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or of the cost of constructing or improving the property subject to such Liensmortgages, including, without limitation, Liens mortgages to secure Debt of the pollution control or industrial revenue bond type; (ivvi) Liens on current assets of the Company mortgages to secure loans which mature to Industries or any Subsidiary other than a Utility maturing within 12 months from the creation thereof and which are made in the ordinary course of business; (vvii) Liens mortgages on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or exploration, drilling for or development of oil or gas reserves or laying a pipeline thereof or to secure Debt incurred to provide funds for any such purpose; (viviii) any Lien mortgages existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders date of Debt to defease such Debtthis Indenture; and (viiiix) Liens mortgages for the sole purposes of extending, renewing or replacing, replacing in whole or in part, Liens securing part Debt of the type secured by any mortgage referred to in the foregoing clauses (a)(ii) through to (a)(viiviii), inclusive, or this clause (a)(viiiix); provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increasedreplacement, and that such extension, renewal or replacement is shall be limited to all or a part of the property or indebtedness which secured the Lien mortgage so extended, renewed or replaced (plus improvements on such property). (b) The provisions of subsection (a) of this Section 4.07(a) 1008 shall not apply to the issuance, assumption or guarantee by the Company Industries or any Subsidiary of Debt secured by a Lien mortgage which would otherwise be subject to such the foregoing restrictions up to an aggregate amount thatwhich, together with all other Indebtedness Debt of Industries and the Company Subsidiaries other than the Utilities secured by mortgages (other than Debt secured by Liens mortgages permitted by subsection (a) of this Section 4.07(a)) that 1008 which would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)foregoing restrictions), does not at the time exceed 5% of Consolidated Net Tangible Assets. (c) If at any time Industries or any Subsidiary other than the Company issuesUtilities shall issue, assumes assume or guarantees guarantee any Debt secured by any mortgage and if subsection (a) of this Section 1008 requires that the Securities be secured equally and ratably with such Lien exceed 10% Debt, the Company will promptly deliver to the Trustee: (i) an Officers' Certificate stating that the covenant of Total Capitalizationthe Company contained in subsection (a) of this Section 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.

Restrictions on Liens. (a) The Neither the Company nor any Guarantor will notincur, at any time during which any Notes are outstanding, issuecreate, assume or otherwise become liable in respect of any Indebtedness secured by a Lien, or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) Indebtedness with a guarantee which is secured by a Lien, on any Lien upon any property or asset Principal Domestic Property of the Company (whether such property or asset is now owned a Guarantor as the case may be or hereafter acquired)any shares of stock or Indebtedness of any Significant Subsidiary, without in any such case effectively securing, prior to or concurrently with providing that the issuance, assumption or guarantee Securities of any such Debt, the Notes each Series (together with, if the Company or a Guarantor as the case may be shall so determine, any other indebtedness Indebtedness of or guarantee by the Company or a Guarantor then existing or thereafter created ranking equally with the Notes and then existing or thereafter createdSecurities of each Series) shall be secured equally and ratably with (or, at the Company’s optionoption of the Company or a Guarantor as the case may be, prior to) such Debtsecured Indebtedness, so long as such secured Indebtedness shall be so secured; provided, however, that the foregoing restrictions this Section 4.08 shall not apply to or prevent the creation ofIndebtedness secured by: (i1) Liens existing on any property acquired, constructed or improved by the Company after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion date of the construction or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, this Indenture; (2) Liens in favor of governmental bodies to secure progress, advance or provide for other payments; (3) Liens existing on property, shares of stock or Indebtedness at the time of acquisition thereof (including acquisition through lease, merger or consolidation) or Liens to secure the payment of all or any 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 360 days after the later of the acquisition, completion of such construction, installation, renovation, improvement or development or the commencement of full operation of such property or within 360 days after the cost acquisition of such construction shares or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other than, in the case of any such construction or improvement, any theretofore unimproved property on which the property so constructed or the improvement is located; (ii) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iii) Liens in favor of the United States of America, any state or any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness incurred Indebtedness for the purpose of financing all or any part of the purchase price or cost thereof; (4) Liens securing Indebtedness in an aggregate amount which, at the time of constructing or improving incurrence and together with all outstanding Attributable Debt in respect of Sale and Leaseback Transactions permitted by clause (y) of the property subject to such Lienssecond paragraph of Section 4.09, including, without limitation, does not exceed 10 percent of the Consolidated Net Tangible Assets of the Company; (5) Liens to secure Debt of the pollution control or industrial revenue bond type; (iv) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of business; (v) Liens on any property (including any natural gas, oil or Indebtedness other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (vi) any Lien existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such than Funded Debt; and (viii6) Liens for the sole purposes of extendingany extension, renewing renewal or replacingreplacement (or successive extensions, renewals or replacements), in whole or in part, Liens securing Debt of the type any Lien referred to in the foregoing clauses (a)(i1) through to (a)(vii), 5) inclusive, or this clause (a)(viii); provided, however, that the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement of such Lien is limited to all or any part of the property same property, shares of stock or indebtedness which Indebtedness that secured the Lien so extended, renewed or replaced (plus improvements on such property). , and that such secured Indebtedness at such time is not increased. If at any time the Company or a Guarantor as the case may be shall incur, create, assume or otherwise become liable in respect of any 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 other than as permitted under clauses (b1) The provisions through (6) of this Section 4.07(a) 4.08, the Company or a Guarantor as the case may be shall not apply promptly deliver to the issuance, assumption Trustee (i) an Officers' Certificate stating that the covenant of the Company or guarantee a Guarantor as the case may be 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 such covenant has been complied with and that any instruments executed by the Company or a Guarantor as the case may be in performance of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together covenant comply with all other Indebtedness the requirements of the Company (other than Debt secured by Liens permitted by Section 4.07(a)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalizationcovenant.

Restrictions on Liens. (a) The Company Parent will not, at and will not permit any time during which any Notes are outstandingSubsidiary to, issuecreate, assume or guarantee any debt for money borrowed (hereinafter referred suffer to as “Debt”) secured by exist any Lien upon on any property or asset of the Company (whether such property or asset is now owned or hereafter acquired)acquired by it, without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company ranking equally with the Notes and then existing or thereafter created) equally and ratably with (or, at the Company’s option, prior to) such Debt, provided, however, that the foregoing restrictions shall not apply to or prevent the creation ofexcept: (ia) Liens any Lien existing on any property acquired, constructed or improved by asset on the Company after the Issue Date that are created or assumed contemporaneously withdate hereof securing Debt outstanding on such date; (b) any Lien existing on any asset of, or within 120 days afterStock of any Person at the time such Person becomes a Subsidiary, which Lien was not created in contemplation of such acquisition or completion of the construction or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for event; (c) any Lien on any asset securing the payment of all or any part of the purchase price of such property asset upon the acquisition thereof by the Parent or a Subsidiary or securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by the cost of such construction Parent or improvement incurred after the Issue Datea Subsidiary prior to, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of or within one year after such acquisition thereof(or in the case of real property, provided the completion of construction (including any improvements on an existing property) or the commencement of full operation of such asset or property, whichever is later), which Debt is incurred or assumed for the purpose of financing all or part of the cost of acquiring such asset or, in the case of real property, construction or improvements thereon; provided, that the Liens do not apply to any property theretofore owned by the Company other than, in the case of any such acquisition, construction or improvement, any theretofore unimproved property on which the property so constructed or the improvement is located; (ii) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens Lien shall not apply to any property asset theretofore owned by the CompanyParent or a Subsidiary, other than assets so acquired, constructed or improved; (iiid) Liens any Lien existing on any asset or Stock of any Person at the time such Person is merged or consolidated with or into the Parent or a Subsidiary which Lien was not created in contemplation of such event; (e) any Lien existing on any asset or Stock of any Person at the time of acquisition thereof by the Parent or a Subsidiary, which Lien was not created in contemplation of such acquisition; (f) any Lien arising out of the Refinancing of any Debt secured by any Lien permitted by any of the subsections (a) through (e) of this Section 6.09, provided that the principal amount of Debt is not increased and is not secured by any additional assets, except as provided in the last sentence of this Section 6.09; (g) any Lien to secure Debt of a Subsidiary to the Parent or to a Wholly-Owned Consolidated Subsidiary; (h) any Lien created pursuant to a Permitted Securitization Transaction; (i) any Lien in favor of the United States of America, any state or any foreign country (or any department, agency or agency, instrumentality or political subdivision of any such jurisdiction to secure country) securing obligations arising in connection with partial, progress, advance or other payment payments pursuant to any contract contract, statute, rule or statute regulation or to secure any indebtedness securing obligations incurred for the purpose of financing all or any part of the purchase price or (including the cost of constructing installation thereof or, in the case of real property, the cost of construction or improving improvement or installation of personal property thereon) of the property asset subject to such Liens, Lien (including, without limitationbut not limited to, Liens to secure Debt of the any Lien incurred in connection with pollution control or control, industrial revenue bond typeor similar financings); (ivj) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any single obligation in an amount exceeding $25,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (vk) Liens on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purposeLien securing only Nonrecourse Debt; (vil) Liens incurred and pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien existing on the Issue Dateimposed by ERISA; (viim) Liens on moneys for taxes, assessments and governmental charges or government obligations deposited with levies which are not yet due or are payable without penalty or of which the amount, applicability or validity is being contested by the Parent or a trustee or agent for holders of Debt Subsidiary whose property is subject thereto in good faith by appropriate proceedings as to defease such Debtwhich adequate reserves are being maintained; and (viiin) Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in not otherwise permitted by the foregoing clauses (a)(ia) through (a)(viim) of this Section 6.09 securing Debt or other obligations (without duplication) in an aggregate principal amount at any time outstanding not to exceed an amount equal to 5% of Consolidated Tangible Assets at such time. It is understood that any Lien permitted to exist on any asset pursuant to the foregoing provisions of this Section 6.09 may attach to the proceeds of such asset and, with respect to Liens permitted pursuant to subsections (a), inclusive, or this clause (a)(viii); provided, however, that the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property). (b), (d), (e), (f) The provisions of Section 4.07(a) shall not apply (but only with respect to the issuance, assumption or guarantee by the Company Refinancing of a Debt secured by a Lien which would otherwise be subject permitted pursuant to such restrictions up subsections (a), (b), (d) or (e)) or (g) of this Section 6.09, may attach to an aggregate amount that, together with all other Indebtedness asset acquired in the ordinary course of the Company (other than Debt secured by Liens permitted by Section 4.07(a)) that would otherwise be subject to business as a replacement of such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalizationformer asset.

Restrictions on Liens. (a) The Company will not, at any time during which So long as any Notes are outstanding, the Company will not issue, assume assume, guarantee or guarantee permit to exist after the Release Date any debt for money borrowed (hereinafter referred to as “Debt”) Debt secured by any Lien upon on any property or asset Operating Property of the Company (Company, whether such property owned at the date of this Indenture or asset is now owned or hereafter thereafter acquired), without in any such case effectively securing, prior to or concurrently with securing the issuance, assumption or guarantee of any such Debt, the outstanding Notes (together with, if the Company shall so determine, any other indebtedness Debt of or guarantee guaranteed by the Company ranking equally with the Notes and then existing or thereafter createdNotes) equally and ratably with such Debt (orbut only so long as such Debt is so secured); PROVIDED, at the Company’s option, prior to) such Debt, provided, howeverHOWEVER, that the foregoing restrictions restriction shall not apply to or prevent Debt secured by any of the creation offollowing: (i) Liens on any Operating Property existing at the time of acquisition thereof (which Liens may also extend to subsequent repairs, alterations and improvements to such Operating Property); (ii) Liens on operating property acquiredof a corporation existing at the time such corporation is merged into or consolidated with the Company, constructed or improved by at the Company after time of a sale, lease, or other disposition of the Issue Date that properties of such corporation or a division thereof as an entirety or substantially as an entirety to the Company; (iii) Liens on Operating Property to secure all or part of the cost of acquiring, constructing, developing, or substantially repairing, altering, or improving such property, or to secure any Debt incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose, provided such Liens are created or assumed contemporaneously with, or within 120 days eighteen (18) months after, such acquisition or the completion of the construction construction, development, or substantial repair, alteration or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other than, in the case of any such construction or improvement, any theretofore unimproved property on which the property so constructed or the improvement is located; (ii) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iiiiv) Liens in favor of the United States of Americaany State, any state or any foreign country or any department, agency agency, or instrumentality or political subdivision of any State, or for the benefit of holders of securities issued by any such jurisdiction entity (or providers of credit enhancement with respect to secure partialsuch securities), progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness Debt (including, without limitation, obligations of the Company with respect to industrial development, pollution control or similar revenue bonds) incurred for the purpose of financing all or any part of the purchase price or the cost of constructing constructing, developing, or substantially repairing, altering, or improving the property subject to such Liens, including, without limitation, Liens to secure Debt Operating Property of the pollution control or industrial revenue bond type; (iv) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of businessCompany; (v) Liens on any property extension, renewal or replacement (including any natural gasor successive extensions, oil renewals, or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (vi) any Lien existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) Liens for the sole purposes of extending, renewing or replacingreplacements), in whole or in part, Liens securing Debt of the type any Lien referred to in the foregoing clauses (a)(ii) through to (a)(viiiv), inclusive; PROVIDED, or this clause (a)(viii); provided, howeverHOWEVER, that the principal amount of Debt secured thereby and not otherwise authorized by said clauses (i) to (iv), inclusive, shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, or replacement, so secured at the time of such extension, renewal renewal, or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property)replacement. (b) The Notwithstanding the provisions of Section 4.07(a) shall not apply to 6.07(a), the issuanceCompany may issue, assumption assume, or guarantee by Debt, or permit to exist after the Company of Debt Release Date any Debt, in each case, secured by a Lien which Liens that would otherwise be subject to such the restrictions of Section 6.07(a) up to an aggregate principal amount that, together with the principal amount of all other Indebtedness Debt of the Company secured by Liens (other than Debt secured by Liens permitted by Section 4.07(a)6.07(a) that would otherwise be subject to such restrictions any of the foregoing restrictions) and the Value of all Sale and Lease-back Back Transactions in existence at such time (other than any Sale and Lease-back Back Transaction that, if such Sale and Lease-back Back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i6.07(a), other than Sale and Lease-Back Transactions permitted by Section 6.08 hereof because the commitment by or on behalf of the purchaser was obtained no later than eighteen (18) months after the later of events described in (i) or (ii) of Section 6.08 hereof, and other than Sale and Lease-back Back Transactions as to which application of amounts have been made in accordance with clause (z) of Section 4.08(b)6.08 hereof), does not at the time exceed fifteen percent (15%) of Capitalization. (c) If the Company issuesshall issue, assumes assume, or guarantees guarantee any Debt secured by any Lien and if Section 6.07 (a) requires that the outstanding Notes be secured equally and ratably with such Lien exceed 10% Debt, the Company will promptly execute, at its expense, any instruments necessary to so equally and ratably secure the outstanding Notes and deliver the same to the Trustee along with: (i) An Officers' Certificate stating that the covenant of Total Capitalizationthe Company contained in Section 6.07(a) has been complied with; and (ii) An Opinion of Counsel to the effect that the Company has complied with the covenant contained in Section 6.07(a), and that any instruments executed by the Company in the performance of such covenant comply with the requirements of such covenant. In the event that the Company shall hereafter secure outstanding Notes equally and ratably with any other obligation or indebtedness pursuant to the provisions of this Section 6.07, the Company will enter into an indenture or agreement supplemental hereto and take such other action to enable the Trustee to enforce effectively the rights of the Holders of outstanding Notes so secured, equally and ratably with such other obligation or indebtedness.

Restrictions on Liens. (a1) The Except as permitted by Subsection 2.03(a)(2) below, for so long as any of the Series A Notes are Outstanding, the Company will not, at any time during which any Notes are outstanding, not issue, assume assume, or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) Debt secured by any Lien mortgage, security interest, pledge, lien, charge or similar encumbrance (collectively, “Liens”) of or upon any of the property or assets of the Company or upon any property or asset assets of any Subsidiary of the Company (whether such property Company, owned as of the date specified hereof or asset is now owned or hereafter thereafter acquired), without in any such case effectively securing, prior to or concurrently with also securing the issuance, assumption or guarantee of any such Debt, the Outstanding Series A Notes (together with, if the Company shall so determine, any other indebtedness Debt of or guarantee guaranteed by the Company ranking senior to, or equally with with, the Notes and then existing or thereafter createdSeries A Notes) equally and ratably with (or, at the Company’s option, prior to) such Debt, Debt so long as such other Debt is so secured; provided, however, that the foregoing restrictions restriction shall not apply to or prevent Debt secured by any of the creation offollowing: (i) Liens created, incurred, assumed or existing on any property acquired, constructed or improved by of the Company after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion in favor of the construction lenders, letter of credit issuers or improvement, or within six months thereafter pursuant hedge providers under the Credit Facility and related Hedging Obligations in an aggregate principal amount up to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses $600 million; (a)(iiii) and (a)(iii) below, Liens on any property or shares of stock of a Person existing at the time of acquisition thereofa sale, provided lease or other disposition of all or substantially all of the properties or assets of a Person or an operating business of a Person to the Company; provided, however, that such Lien was not incurred in anticipation of the Liens do not apply to any property theretofore owned by the Company merger, consolidation, or sale, lease, other than, in the case of any disposition or other such construction or improvement, any theretofore unimproved property on which the property so constructed or the improvement is locatedtransaction; (iiiii) existing Liens on any property to secure all or indebtedness part of a Person that is merged with the cost of acquiring, constructing, developing, or into repairing, altering or consolidated with improving the Companyproperty, or to secure Debt incurred to provide funds for any of these purposes or for the reimbursement of funds previously expended for any of these purposes; provided provided, however, that the Liens shall principal amount of Debt secured by each such Lien was incurred concurrently with, or within 18 months of, the acquisition, construction, development, repair, alteration or improvement of such property and does not apply exceed the cost (as determined in accordance with generally accepted accounting principles) to any the Company of the property theretofore owned by subject to the CompanyLien; (iiiiv) Liens in favor of the United States of America, any state America or any foreign country State thereof, or any department, agency agency, or instrumentality or political subdivision of the United States of America or any State thereof, or for the benefit of holders of securities issued by any such jurisdiction to secure partialentity, progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness Debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing constructing, developing or repairing, altering, or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; (iv) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of business;; or (v) Liens on any property (including any natural gasthe extension, oil renewal or other mineral property) replacement of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (vi) any Lien existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses (a)(i) through (a)(vii), inclusive, or this clause (a)(viii)above; provided, however, that such extension, renewal or replacement Lien will be limited to the same property that secured the Lien so extended, renewed or replaced; and the maximum principal amount of Debt so secured and not otherwise authorized by the previous clauses shall not exceed the maximum principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal or replacement, so secured at the time of such extension, renewal renewal, or replacement replacement. (plus all accrued interest on 2) Notwithstanding the Debt and provisions of Section 2.03(a)(1), so long as any Series A Notes are Outstanding, the Company may issue, assume, or guarantee Debt, or permit to exist Debt, secured by Liens that would not be permitted by the restrictions contained in Section 2.03(a)(1) provided that, at the time of incurrence of such Debt, the sum, without duplication, of: (i) the amount of all fees Debt to be incurred and expenses, including premiums, incurred in connection therewith) may not be increased, and that secured by such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property).Liens; (bii) The provisions the aggregate principal amount of Section 4.07(a) shall not apply to the issuanceall existing Debt, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company Liens; and (other than Debt secured by Liens permitted by Section 4.07(a)iii) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Back Transactions in existence at such time (other than (A) any Sale and Lease-back Back Transaction that, if such Sale and Lease-back Leaseback Transaction had been a Lien, would have been permitted by Section 4.07(a)(i2.03(a)(1), (B) and other than Sale and Lease-back Back Transactions permitted by Section 2.03(b) because the commitment by or on behalf of the purchaser was obtained no later than eighteen (18) months after the later of the events described in (i) and (ii) of Section 2.03(b), and (C) Sale and Lease-Back Transactions as to which application of amounts have been made in accordance with clause (y) of Section 4.08(b2.03(b)), ) does not exceed at the such time $100,000,000. (3) If at any time the Company issuesshall issue, assumes assume, or guarantees guarantee any Debt secured by any Lien and if Section 2.03(a)(1) requires that the Outstanding Series A Notes be secured equally and ratably with such Lien exceed 10% Debt, the Company will promptly execute or cause to be executed, at its expense, any instruments necessary to so equally and ratably secure the Outstanding Series A Notes and deliver the same to the Trustee along with: (i) An Officers’ Certificate stating that the covenant of Total Capitalizationthe Company contained in Section 2.03(a)(1) has been complied with; and (ii) An Opinion of Counsel to the effect that the Company has complied with the covenant contained in Section 2.03(a)(1), and that any instrument executed or caused to be executed by the Company in the performance of such covenant complies with the requirements of such covenant. In the event that the Company shall hereafter secure Outstanding Series A Notes equally and ratably with any other obligation or indebtedness pursuant to the provisions of this Section 2.03(a), the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and any intercreditor or similar agreement and to take such action, if any, as it may deem advisable.

Restrictions on Liens. (a) The So long as any Securities remain outstanding, the Company will not, at nor will the Company permit any time during which any Notes are outstandingSubsidiary other than a Utility to, issue, assume or guarantee any debt for money borrowed (hereinafter in this Section 1008 referred to as “"Debt”) "), secured by any Lien mortgage, security interest, pledge, lien or other encumbrance (hereinafter in this Section 1008 called "mortgage" or "mortgages") upon any property or asset of the Company or any such Subsidiary (other than a Utility), except indebtedness issued by any such Subsidiary and owned by the Company or any other such Subsidiary (whether such property or asset indebtedness is now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes Securities (together with, if the Company shall so determine, any other indebtedness of or guarantee guaranteed by the Company or such Subsidiary ranking equally with the Notes Securities and then existing or thereafter created) equally and ratably with (or, at the Company’s option, or prior to) such Debt; PROVIDED, provided, howeverHOWEVER, that the foregoing restrictions shall not apply to or nor prevent the creation or existence of: (i) Liens mortgages on any property property, acquired, constructed or improved by the Company or any of the Subsidiaries other than the Utilities after the Issue Date that date of this Indenture, and any improvements thereon, accessions thereto or other property acquired or constructed for use in connection therewith or related thereto, which are created or assumed prior to or contemporaneously with, or within 120 180 days after, such acquisition or completion of the such construction or improvement, or within six months one year thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120180-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Datedate of this Indenture, or, in addition to Liens mortgages contemplated by clauses (a)(iiii) and (a)(iiiiii) below, Liens mortgages on any property existing at the time of acquisition thereof, provided that PROVIDED THAT the Liens do mortgages shall not apply to any property theretofore owned by the Company or any such Subsidiary other than, in the case of any such construction or improvement, any theretofore (1) unimproved real property on which the property so constructed or the improvement is located, (2) other property (or improvements thereon) which is an improvement to or is acquired or constructed for use in connection therewith or related thereto, (3) any right and interest under any agreement or other documents relating to the property being so constructed or improved or such other property and (4) the stock of any Subsidiary created or maintained for the primary purpose of owning the property so constructed or improved; (ii) existing Liens mortgages on any property or indebtedness of a Person that which is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the CompanyCompany or a Subsidiary; (iii) Liens mortgages on property or indebtedness of a Person existing at the time such Person becomes a Subsidiary; (iv) mortgages to secure Debt of a Subsidiary to the Company or to another Subsidiary other than a Utility; (v) mortgages in favor of the United States of America, any state or State, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction jurisdiction, to secure partial, progress, advance or other payment payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or of the cost of constructing or improving the property subject to such Liensmortgages, including, without limitation, Liens mortgages to secure Debt of the pollution control or industrial revenue bond type; (ivvi) Liens on current assets mortgages to secure Debt of the Company to secure loans which mature or any Subsidiary maturing within 12 months from the creation thereof and which are made incurred in the ordinary course of business; (vvii) Liens mortgages on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or exploration, drilling for or development of oil or gas reserves or laying a pipeline thereof or to secure Debt incurred to provide funds for any such purpose; (viviii) any Lien mortgages existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders date of Debt to defease such Debtthis Indenture; and (viiiix) Liens mortgages for the sole purposes of extending, renewing or replacing, replacing in whole or in part, Liens securing part Debt of the type secured by any mortgage referred to in the foregoing clauses (a)(ii) through to (a)(viiviii), inclusive, or this clause (a)(viiiix); providedPROVIDED, howeverHOWEVER, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increasedreplacement, and that such extension, renewal or replacement is shall be limited to all or a part of the property or indebtedness which secured the Lien mortgage so extended, renewed or replaced (plus improvements on such property). (b) The provisions of subsection (a) of this Section 4.07(a) 1008 shall not apply to the issuance, assumption or guarantee by the Company or any Subsidiary of Debt secured by a Lien mortgage which would otherwise be subject to such the foregoing restrictions up to an aggregate amount thatwhich, together with all other Indebtedness Debt of the Company and the Subsidiaries other than the Utilities secured by mortgages (other than Debt secured by Liens mortgages permitted by subsection (a) of this Section 4.07(a)) that 1008 which would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)foregoing restrictions), does not at the time exceed 5% of Consolidated Net Tangible Assets. (c) If at any time the Company issuesor any Subsidiary other than the Utilities shall issue, assumes assume or guarantees guarantee any Debt secured by any mortgage and if subsection (a) of this Section 1008 requires that the Securities be secured equally and ratably with such Lien exceed 10% Debt, the Company will promptly deliver to the Trustee an Officers' Certificate stating that the covenant of Total Capitalizationthe Company contained in subsection (a) of this Section has been complied with.

Restrictions on Liens. (a) The Company will not, at any time during which So long as any Notes are outstanding, the Company will not issue, assume assume, guarantee or guarantee permit to exist after the Release Date any debt for money borrowed (hereinafter referred to as “Debt”) Debt secured by any Lien upon on any property or asset Operating Property of the Company (Company, whether such property owned at the date of this Indenture or asset is now owned or hereafter thereafter acquired), without in any such case effectively securing, prior to or concurrently with securing the issuance, assumption or guarantee of any such Debt, the outstanding Notes (together with, if the Company shall so determine, any other indebtedness Debt of or guarantee guaranteed by the Company ranking equally with the Notes and then existing or thereafter createdNotes) equally and ratably with such Debt (orbut only so long as such Debt is so secured); PROVIDED, at the Company’s option, prior to) such Debt, provided, howeverHOWEVER, that the foregoing restrictions restriction shall not apply to or prevent Debt secured by any of the creation offollowing: (i) Liens on any Operating Property existing at the time of acquisition thereof (which Liens may also extend to subsequent repairs, alterations and improvements to such Operating Property); (ii) Liens on operating property acquiredof a corporation existing at the time such corporation is merged into or consolidated with the Company, constructed or improved by at the Company after time of a sale, lease, or other disposition of the Issue Date that properties of such corporation or a division thereof as an entirety or substantially as an entirety to the Company; (iii) Liens on Operating Property to secure all or part of the cost of acquiring, constructing, developing, or substantially repairing, altering, or improving such property, or to secure any Debt incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose, provided such Liens are created or assumed contemporaneously with, or within 120 days eighteen (18) months after, such acquisition or the completion of the construction construction, development, or substantial repair, alteration or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other than, in the case of any such construction or improvement, any theretofore unimproved property on which the property so constructed or the improvement is located; (ii) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iiiiv) Liens in favor of the United States of Americaany State, any state or any foreign country or any department, agency agency, or instrumentality or political subdivision of any State, or for the benefit of holders of securities issued by any such jurisdiction entity (or providers of credit enhancement with respect to secure partialsuch securities), progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness Debt (including, without limitation, obligations of the Company with respect to industrial development, pollution control or similar revenue bonds) incurred for the purpose of financing all or any part of the purchase price or the cost of constructing constructing, developing, or substantially repairing, altering, or improving the property subject to such Liens, including, without limitation, Liens to secure Debt Operating Property of the pollution control or industrial revenue bond type; (iv) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of businessCompany; (v) Liens on any property extension, renewal or replacement (including any natural gasor successive extensions, oil renewals, or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose; (vi) any Lien existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) Liens for the sole purposes of extending, renewing or replacingreplacements), in whole or in part, Liens securing Debt of the type any Lien referred to in the foregoing clauses (a)(ii) through to (a)(viiiv), inclusive; PROVIDED, or this clause (a)(viii); provided, howeverHOWEVER, that the principal amount of Debt secured thereby and not otherwise authorized by said clauses (i) to (iv), inclusive, shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, or replacement, so secured at the time of such extension, renewal renewal, or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property)replacement. (b) The Notwithstanding the provisions of Section 4.07(a) shall not apply to 6.07(a), the issuanceCompany may issue, assumption assume, or guarantee by Debt, or permit to exist after the Company of Debt Release Date any Debt, in each case, secured by a Lien which Liens that would otherwise be subject to such the restrictions of Section 6.07(a) up to an aggregate principal amount that, together with the principal amount of all other Indebtedness Debt of the Company secured by Liens (other than Debt secured by Liens permitted by Section 4.07(a)6.07(a) that would otherwise be subject to such restrictions any of the foregoing restrictions) and the Value of all Sale and Lease-back Back Transactions in existence at such time (other than any Sale and Lease-back Back Transaction that, if such Sale and Lease-back Back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i6.07(a), other than Sale and Lease-Back Transactions permitted by Section 6.08 hereof because the commitment by or on behalf of the purchaser was obtained no later than eighteen (18) months after the later of events described in (i) or (ii) of Section 6.08 hereof, and other than Sale and Lease-back Back Transactions as to which application of amounts have been made in accordance with clause (z) of Section 4.08(b)6.08 hereof), does not at the time exceed fifteen percent (15%) of Capitalization. (c) If the Company issuesshall issue, assumes assume, or guarantees guarantee any Debt secured by any Lien and if Section 6.07 (a) requires that the outstanding Notes be secured equally and ratably with such Lien exceed 10% Debt, the Company will promptly execute, at its expense, any instruments necessary to so equally and ratably secure the outstanding Notes and deliver the same to the Trustee along with: (i) An Officers' Certificate stating that the covenant of Total Capitalizationthe Company contained in Section 6.07(a) has been complied with; and (ii) An Opinion of Counsel to the effect that the Company has complied with the covenant contained in Section 6.07(a), and that any instruments executed by the Company in the performance of such covenant comply with the requirements of such covenant. In the event that the Company shall hereafter secure outstanding Notes equally and ratably with any other obligation or indebtedness pursuant to the provisions of this Section 6.07, the Company will, upon the request of the Trustee, enter into an indenture or agreement supplemental hereto and to take such other action, if any, as the Trustee may reasonably request to enable it to enforce effectively the rights of the Holders of outstanding Notes so secured, equally and ratably with such other obligation or indebtedness.

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, at and shall not permit any time during which any Notes are outstandingRestricted Subsidiary to, issue, assume create or guarantee any debt for money borrowed (hereinafter referred suffer to as “Debt”) secured by exist any Lien upon to secure any property Indebtedness of any Issuer or asset Restricted Subsidiary on any Principal Property of any Issuer or Restricted Subsidiary, without making, or causing such Restricted Subsidiary to make, effective provision to secure all of the Company (whether such property or asset is now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee Securities of any such Debt, the Notes (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company ranking equally with the Notes all Series offered hereunder and then existing or thereafter created) outstanding by such Xxxx, equally and ratably with (orany and all other such Indebtedness thereby secured, at the Company’s optionso long as such other Indebtedness is so secured, prior to) such Debt, provided, however, except that the foregoing restrictions shall not apply to or prevent the creation ofto: (ia) 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 Issuers; (d) Liens on any property acquiredcreated, constructed assumed or improved by the Company after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion otherwise brought into existence in contemplation of the construction sale or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for the payment of all or any part other disposition of the purchase price underlying property, whether directly or indirectly, by way of such property share disposition or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereofotherwise, provided that the applicable Issuer or Restricted Subsidiary must dispose of such property within 180 days after the creation of such Liens do not apply and that any Indebtedness secured by such Liens shall be without recourse to any property theretofore owned by the Company other than, in the case of any such construction Issuer or improvement, any theretofore unimproved property on which the property so constructed or the improvement is locatedRestricted Subsidiary; (ii) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iiie) Liens in favor of the United States of America, America or any state or any foreign country thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any such jurisdiction state thereof, or in favor of any country, or any political subdivision thereof, to secure partial, progress, advance or other payment pursuant to payments, or performance of any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject to such Liensother similar obligations, including, without limitation, Liens to secure Debt of the pollution control bonds or industrial revenue bond typeor other similar types of bonds; (ivf) 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 on current assets 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 like nature, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the Company 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; (h) Xxxxx incurred to secure loans which mature within 12 months from the creation thereof appeal bonds and judgment and attachment Liens, in each case in connection with litigation or legal proceedings which are made being contested in good faith by appropriate proceedings so long as reserves have been established to the extent required by GAAP; (i) pledges or deposits under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or 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; (vj) Liens on any utility easements, building restrictions and such other encumbrances or charges against real property (including any natural gas, oil or other mineral property) as are of the Company a nature generally existing with respect to secure all or part properties of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purposesimilar character; (vik) 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 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 Closing Date, or the 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 existing on the Issue Date; (vii) Liens on moneys Closing Date or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses (a)(ia) through to (a)(viik) and (n) to (o) and (q), inclusive, or this clause (a)(viii); provided, however, provided that the principal amount of Debt 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 premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal renewal, replacement or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property)refunding. (b) The provisions of Section 4.07(a) shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company (other than Debt secured by Liens permitted by Section 4.07(a)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalization.

Restrictions on Liens. (a) The So long as any Securities remain outstanding, the Company will not, at nor will the Company permit any time during which any Notes are outstandingSubsidiary other than a Utility to, issue, assume or guarantee any debt for money borrowed (hereinafter in this Section 1008 referred to as “"Debt”) "), secured by any Lien mortgage, security interest, pledge, lien or other encumbrance (hereinafter in this Section 1008 called "mortgage" or "mortgages") upon any property or asset of the Company or any such Subsidiary (other than a Utility), except indebtedness issued by any such Subsidiary and owned by the Company or any other such Subsidiary (whether such property or asset indebtedness is now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes Securities (together with, if the Company shall so determine, any other indebtedness of or guarantee guaranteed by the Company or such Subsidiary ranking equally with the Notes Securities and then existing or thereafter created) equally and ratably with (or, at the Company’s option, or prior to) such Debt, ; provided, however, that the foregoing restrictions shall not apply to or nor prevent the creation or existence of: (i) Liens mortgages on any property property, acquired, constructed or improved by the Company or any of the Subsidiaries other than the Utilities after the Issue Date that date of this Indenture, and any improvements thereon, accessions thereto or other property acquired or constructed for use in connection therewith or related thereto, which are created or assumed prior to or contemporaneously with, or within 120 180 days after, such acquisition or completion of the such construction or improvement, or within six months one year thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120180-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Datedate of this Indenture, or, in addition to Liens mortgages contemplated by clauses (a)(iiii) and (a)(iiiiii) below, Liens mortgages on any property existing at the time of acquisition thereof, provided that the Liens do mortgages shall not apply to any property theretofore owned by the Company or any such Subsidiary other than, in the case of any such construction or improvement, any theretofore (1) unimproved real property on which the property so constructed or the improvement is located, (2) other property (or improvements thereon) which is an improvement to or is acquired or constructed for use in connection therewith or related thereto, (3) any right and interest under any agreement or other documents relating to the property being so constructed or improved or such other property and (4) the stock of any Subsidiary created or maintained for the primary purpose of owning the property so constructed or improved; (ii) existing Liens mortgages on any property or indebtedness of a Person that which is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the CompanyCompany or a Subsidiary; (iii) Liens mortgages on property or indebtedness of a Person existing at the time such Person becomes a Subsidiary; (iv) mortgages to secure Debt of a Subsidiary to the Company or to another Subsidiary other than a Utility; (v) mortgages in favor of the United States of America, any state or State, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction jurisdiction, to secure partial, progress, advance or other payment payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or of the cost of constructing or improving the property subject to such Liensmortgages, including, without limitation, Liens mortgages to secure Debt of the pollution control or industrial revenue bond type; (ivvi) Liens on current assets mortgages to secure Debt of the Company to secure loans which mature or any Subsidiary maturing within 12 months from the creation thereof and which are made incurred in the ordinary course of business; (vvii) Liens mortgages on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or exploration, drilling for or development of oil or gas reserves or laying a pipeline thereof or to secure Debt incurred to provide funds for any such purpose; (viviii) any Lien mortgages existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders date of Debt to defease such Debtthis Indenture; and (viiiix) Liens mortgages for the sole purposes of extending, renewing or replacing, replacing in whole or in part, Liens securing part Debt of the type secured by any mortgage referred to in the foregoing clauses (a)(ii) through to (a)(viiviii), inclusive, or this clause (a)(viiiix); provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increasedreplacement, and that such extension, renewal or replacement is shall be limited to all or a part of the property or indebtedness which secured the Lien mortgage so extended, renewed or replaced (plus improvements on such property). (b) The provisions of subsection (a) of this Section 4.07(a) 1008 shall not apply to the issuance, assumption or guarantee by the Company or any Subsidiary of Debt secured by a Lien mortgage which would otherwise be subject to such the foregoing restrictions up to an aggregate amount thatwhich, together with all other Indebtedness Debt of the Company and the Subsidiaries other than the Utilities secured by mortgages (other than Debt secured by Liens mortgages permitted by subsection (a) of this Section 4.07(a)) that 1008 which would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)foregoing restrictions), does not at the time exceed 5% of Consolidated Net Tangible Assets. (c) If at any time the Company issuesor any Subsidiary other than the Utilities shall issue, assumes assume or guarantees guarantee any Debt secured by any mortgage and if subsection (a) of this Section 1008 requires that the Securities be secured equally and ratably with such Lien exceed 10% Debt, the Company will promptly deliver to the Trustee an Officers' Certificate stating that the covenant of Total Capitalizationthe Company contained in subsection (a) of this Section has been complied with.

Restrictions on Liens. (a) The Company will not, at any time during which So long as any Notes are outstandingOutstanding, the Company will not issue, assume assume, or guarantee any debt for money borrowed Debt secured by any mortgage, security interest, pledge, or lien (hereinafter herein referred to as “Debt”a "mortgage") secured by any Lien of or upon any property or asset Operating Property of the Company (Company, whether such property owned at the date specified in the first paragraph of this instrument or asset is now owned or hereafter thereafter acquired), without in any such case effectively securing, prior to or concurrently with securing the issuance, assumption or guarantee of any such Debt, the Outstanding Notes (together with, if the Company shall so determine, any other indebtedness Debt of or guarantee guaranteed by the Company ranking senior to, or equally with with, the Notes and then existing or thereafter createdNotes) equally and ratably with (or, at the Company’s option, prior to) such Debt, ; provided, however, that the foregoing restrictions restriction shall not apply to or prevent Debt secured by any of the creation offollowing: (i) Liens mortgages on any property acquiredexisting at the time of acquisition thereof; (ii) mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with the Company, constructed or improved at the time of a sale, lease, or other disposition of the properties of such corporation or a division thereof as an entirety or substantially as an entirety to the Company, provided that such mortgage as a result of such merger, consolidation, sale, lease, or other disposition is not extended to property owned by the Company after immediately prior thereto; (iii) mortgages on property to secure all or part of the Issue Date that cost of acquiring, constructing, developing, or substantially repairing, altering, or improving such property, or to secure indebtedness incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose, provided such mortgages are created or assumed contemporaneously with, or within 120 days eighteen (18) months after, such acquisition or completion of the construction construction, development, or improvementsubstantial repair, alteration, or improvement or within six (6) months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day eighteen (18) month period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other than, in the case of any such construction or improvement, any theretofore unimproved property on which the property so constructed or the improvement is located; (iiiv) existing Liens on any property or indebtedness of a Person that is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iii) Liens mortgages in favor of the United States of America, any state America or any foreign country State thereof, or any department, agency agency, or instrumentality or political subdivision of the United States of America or any State thereof, or for the benefit of holders of securities issued by any such jurisdiction to secure partialentity, progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness Debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing constructing, developing, or substantially repairing, altering, or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; (iv) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of businessmortgages; (v) Liens mortgages on any property (including x) which, at any natural gastime subsequent to January 1, oil or other mineral property1985 through the date specified in the first paragraph of this instrument, was leased to the Company, or, (y) pursuant to the terms of any lease to the Company in effect at any time subsequent to secure all or part January 1, 1985 through the date specified in the first paragraph of this instrument, title to which would not have been vested in the cost Company (assuming such lease remained in effect on the date of exploration or drilling for or development determination as such lease was in effect immediately prior to the date of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose;this Indenture); or (vi) any Lien existing on the Issue Date; extension, renewal or replacement (vii) Liens on moneys or government obligations deposited with a trustee successive extensions, renewals, or agent for holders of Debt to defease such Debt; and (viii) Liens for the sole purposes of extending, renewing or replacingreplacements), in whole or in part, Liens securing Debt of the type any mortgage referred to in the foregoing clauses (a)(ii) through to (a)(viiv), inclusive, or this clause (a)(viii); provided, however, that the principal amount of Debt secured thereby and not otherwise authorized by said clauses (i) to (v), inclusive, shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, or replacement, so secured at the time of such extension, renewal renewal, or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property)replacement. (b) The Notwithstanding the provisions of Section 4.07(a) shall not apply to 10.05(a), so long as any Notes are Outstanding, the issuanceCompany may issue, assumption assume, or guarantee by the Company of Debt Debt, or permit to exist Debt, secured by a Lien mortgages which would otherwise be subject to such the restrictions of Section 10.05 (a) up to an aggregate principal amount that, together with the principal amount of all other Indebtedness Debt of the Company secured by mortgages (other than Debt secured by Liens mortgages permitted by Section 4.07(a)10.05(a) that would otherwise be subject to such restrictions the foregoing restrictions) and the Value of all Sale and Lease-back Back Transactions in existence at such time (other than any Sale and Lease-back Back Transaction that, if such Sale and Lease-back Back Transaction had been a Lienmortgage, would have been permitted by Section 4.07(a)(i10.05(a), other than Sale and Lease-Back Transactions permitted by Section 10.10 because the commitment by or on behalf of the purchaser was obtained no later than eighteen (18) months after the later of events described in (i) or (ii) of Section 10.10, and other than Sale and Lease-back Back Transactions as to which application of amounts have been made in accordance with clause (z) of Section 4.08(b)10.10), does not at the time exceed the greater of ten percent (10%) of Net Tangible Assets or ten percent (10%) of Capitalization. (c) If at any time the Company issuesshall issue, assumes assume, or guarantees guarantee any Debt secured by any mortgage and if Section 10.05 (a) requires that the Outstanding Notes be secured equally and ratably with such Lien exceed 10% Debt, the Company will promptly execute, at its expense, any instruments necessary to so equally and ratably secure the Outstanding Notes and deliver the same to the Trustee along with: (i) An Officers' Certificate stating that the covenant of Total Capitalizationthe Company contained in Section 10.05(a) has been complied with; and (ii) An Opinion of Counsel to the effect that the Company has complied with the covenant contained in Section 10.05(a), and that any instrument executed by the Company in the performance of such covenant complies with the requirements of such covenant. In the event that the Company shall hereafter secure Outstanding Notes equally and ratably with any other obligation or indebtedness pursuant to the provisions of this Section 10.05, the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as it may, in its sole and absolute discretion, deem advisable to enable it to enforce effectively the rights of the Holders of Outstanding Notes so secured, equally and ratably with such other obligation or indebtedness.

Restrictions on Liens. (a) The Company will not, at and will not permit any time during which any Notes are outstanding, Subsidiary to issue, assume or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) indebtedness secured by any Lien upon any Operating property or asset Operating Asset of the Company (or any Subsidiary, whether such property or asset is assets are now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, providing that the Notes (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company Indebtedness ranking equally with the Notes and then existing or thereafter createdNotes) shall be secured at least equally and ratably with (or, at the Company’s option, prior to) such Debt, provided, however, Indebtedness except that the foregoing restrictions shall not apply to or prevent the creation ofto: (i) Liens (A) a purchase money Lien on any such property acquired, constructed (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 improved by the Company within ___ days after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, such latest of (1) the acquisition or completion of the construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a "substantial improvement") of such property, or (2) the date such property was placed in operation after the acquisition or completion of any such construction or substantial improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for (B) the payment acquisition of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other thanor such Subsidiary subject to an existing Lien securing Indebtedness (whether or not assumed), including in each case Indebtedness incurred for reimbursement of funds previously expended for any construction or substantial improvement, provided, however, that in each case (y) such Lien is limited to any or all of (i) such acquired or constructed property or substantial improvement (including accretions thereto), (ii) the real property on which any construction or substantial improvement occurs, or (iii) with respect to distribution centers, any equipment used directly in the case operation of, or the business conducted on, the real property on which any construction or substantial improvement occurs, and (z) the total amount of the indebtedness secured by such Lien, together with all other Indebtedness to Persons other than the -70- Company or a Subsidiary secured by Liens on such property, shall not exceed the lesser of (i) the total cost of such property, including any such construction or substantial improvement, any theretofore unimproved property on which to the property so constructed Company or a Subsidiary, or (ii) the fair market value thereof immediately following the acquisition, construction or substantial improvement is locatedthereof by the Company or a Subsidiary; (ii) existing Liens a Lien on any 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 (w) is incurred within three years after the latest of (1) the date of issuance of the Notes under the Indenture, (2) the acquisition of the real property or indebtedness (3) the completion of a Person that construction or substantial improvement on such real property; (x) is merged with incurred for the purpose of reimbursing the Company or into such Subsidiary, as the case may be, for the cost of acquisition and/or the cost of improvement of such real property and equipment, and (y) the amount of which does not exceed the lesser of the aggregate cost of such real property, improvements and equipment or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Companyfair market value thereof; (iii) Liens in favor (1) existing on the date of the United States Indenture, or (2) on assets of America, any state or any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness incurred for a Subsidiary existing on the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond typedate it became a Subsidiary; (iv) Liens on current assets in favor of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of businessor a Subsidiary; (v) Liens on any property (including any natural gas, oil or other mineral property) of securing only the Company to secure all or part of Indebtedness issued under the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purpose;Indenture; and (vi) Liens to secure Indebtedness incurred to extend, renew, refinance or replace Indebtedness secured by any Lien existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses (a)(ii) through to (a)(viiv), inclusive, or this clause (a)(viii); provided, however, that the principal amount of Debt so secured at the time of such extensionextended, renewal renewed, refinanced or replacement (plus all accrued interest on replaced Indebtedness does not exceed the Debt and the principal amount of all fees Indebtedness so extended, renewed, refinanced or replaced, plus transaction costs and expenses, including premiums, incurred in connection therewith) may not be increasedfees, and that any such extension, renewal or replacement is limited Lien applies only to all or part of the same property or indebtedness which secured assets subject to the prior permitted Lien so extended(and, renewed or replaced (plus improvements on such in the case of real property, improvements). (b) The provisions of Section 4.07(a) shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company (other than Debt secured by Liens permitted by Section 4.07(a)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalization.

Restrictions on Liens. (a) The Company So long as any Securities remain outstanding, PEC will not, at nor will PEC permit any time during which any Notes are outstandingSubsidiary, other than a Utility, to, issue, assume or guarantee any debt for money borrowed (hereinafter in this Section 1008 referred to as “Debt”"DEBT") that is secured by any Lien mortgage, security interest, pledge, lien or other encumbrance (hereinafter in this Section 1008 called "MORTGAGE" or "MORTGAGES") upon any property of PEC or asset of the Company any such Subsidiary (other than a Utility), except indebtedness issued by any such Subsidiary and owned by PEC (whether such property or asset indebtedness is now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes Securities (together with, if the Company PEC shall so determine, any other indebtedness of or guarantee guaranteed by the Company PEC or such Subsidiary ranking equally with the Notes Securities and then existing or thereafter created) equally and ratably with (or, at the Company’s option, or prior to) such Debt, provided, however; PROVIDED, that the foregoing restrictions shall not apply to or nor prevent the creation or existence of: (i) Liens mortgages on any property acquired, constructed or improved by PEC or any of the Company Subsidiaries other than the Utilities after the Issue Date that date of this Indenture, and any improvements thereon, accessions thereto or other property acquired or constructed for use in connection therewith or related thereto, which are created or assumed prior to or contemporaneously with, or within 120 days one year after, the date of such acquisition or completion commercial operation of the construction or such improvement, or within six 18 months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day one year period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Datedate of this Indenture, or, in addition to Liens mortgages contemplated by clauses (a)(iiii) and (a)(iiiiii) below, Liens mortgages on any property existing at the time of acquisition thereof; PROVIDED, provided that the Liens do mortgages shall not apply to any property theretofore owned by the Company any Subsidiary (other than a Utility) other than, in the case of any such construction or improvement, any theretofore (1) unimproved real property on which the property so constructed or the improvement is located, (2) other property (or improvements thereon) which is an improvement to or is acquired or constructed for use in connection therewith or related thereto, (3) any right and interest under any agreement or other documents relating to the property being so constructed or improved or such other property and (4) the stock or other equity interest of any Subsidiary created or maintained for the primary purpose of owning directly or indirectly the property so constructed or improved in whole or in part; (ii) existing Liens mortgages on any property or indebtedness of a Person that which is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the CompanyPEC or a Subsidiary; (iii) Liens mortgages on property or indebtedness of a Person existing at the time such Person becomes a Subsidiary; (iv) mortgages to secure Debt of a Subsidiary to PEC or to another Subsidiary (other than a Utility); (v) mortgages in favor of the United States of America, any state or State, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction jurisdiction, to secure partial, progress, advance or other payment payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or of the cost of constructing or improving the property subject to such Liensmortgages, including, without limitation, Liens mortgages to secure Debt of the pollution control or industrial revenue bond type; (ivvi) Liens on current assets of the Company mortgages to secure loans which mature Debt of any Subsidiary maturing within 12 months from the creation thereof and which are made incurred in the ordinary course of business; (vvii) Liens mortgages on any property (including any natural gas, oil or other mineral property) of the Company property to secure all or part of the cost of exploration or acquisition (but including no more than $50,000,000 book value of property owned by any Subsidiary on the date of this Indenture), exploration, drilling for or development of oil or gas reserves or laying a pipeline thereof or to secure Debt incurred to provide funds for any such purpose; (viviii) any Lien mortgages existing on the Issue Datedate of this Indenture; (viiix) Liens mortgages on moneys property constituting all or government obligations deposited with a trustee part of the facility known as the Xxxxxx Energy electric generating facility in Elwood, Illinois (the "XXXXXX FACILITY") securing indebtedness incurred to pay the costs of acquisition or agent for holders construction of Debt to defease such Debtadditions or improvement to, or equipment for, the Xxxxxx Facility; and (viiix) Liens mortgages for the sole purposes of extending, renewing or replacing, replacing in whole or in part, Liens securing part Debt of the type secured by any mortgage referred to in the foregoing clauses (a)(ii) through to (a)(viiix), inclusive, or this clause (a)(viiiix); provided, howeverPROVIDED, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increasedreplacement, and that such extension, renewal or replacement is shall be limited to all or a part of the property or indebtedness which secured the Lien mortgage so extended, renewed or replaced (plus improvements on such property). (b) The provisions of subSection (a) of this Section 4.07(a) 1008 shall not apply to the issuance, assumption or guarantee by the Company PEC or any Subsidiary of Debt secured by a Lien mortgage which would otherwise be subject to such the foregoing restrictions up to an aggregate amount thatwhich, together with all other Indebtedness Debt of Subsidiaries other than the Company Utilities secured by mortgages (other than Debt secured by Liens mortgages permitted by subSection (a) of this Section 4.07(a)) that 1008 which would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)foregoing restrictions), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total CapitalizationConsolidated Net Tangible Assets. (c) If at any time any Subsidiary other than the Utilities shall issue, assume or guarantee any Debt secured by any mortgage and if subSection (a) of this Section 1008 requires that the Securities be secured equally and ratably with such Debt, PEC will promptly deliver to the Trustee an Officers' Certificate stating that, and Opinion of Counsel to the effect that, the covenant of PEC contained in subSection (a) of this Section has been complied with.

Restrictions on Liens. (a) The Company So long as any Securities remain outstanding, neither NiSource Finance nor the Parent will not, at permit any time during which any Notes are outstandingSubsidiary other than a Utility to, issue, assume or guarantee any debt for money borrowed (hereinafter in this Section 1008 referred to as “"Debt”) "), secured by any Lien mortgage, security interest, pledge, lien or other encumbrance (hereinafter in this Section 1008 called "mortgage" or "mortgages") upon any property of NiSource Finance, the Parent or asset of any such Subsidiary (other than a Utility), except indebtedness issued by any such Subsidiary and owned by the Company Parent or any other such Subsidiary (whether such property or asset indebtedness is now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes Securities (together with, if the Company NiSource Finance shall so determine, any other indebtedness of or guarantee guaranteed by NiSource Finance, the Company Parent or such Subsidiary ranking equally with the Notes Securities and then existing or thereafter created) equally and ratably with (or, at the Company’s option, or prior to) such Debt, ; provided, however, that the foregoing restrictions shall not apply to or nor prevent the creation or existence of: (i) Liens mortgages on any property property, acquired, constructed or improved by the Company Parent or any of the Subsidiaries other than the Utilities after the Issue Date that date of this Indenture, and any improvements thereon, accessions thereto or other property acquired or constructed for use in connection therewith or related thereto, which are created or assumed prior to or contemporaneously with, or within 120 180 days after, such acquisition or completion of the such construction or improvement, or within six months one year thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120180-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Datedate of this Indenture, or, in addition to Liens mortgages contemplated by clauses (a)(iiii) and (a)(iiiiii) below, Liens mortgages on any property existing at the time of acquisition thereof; provided, provided that the Liens do mortgages shall not apply to any property theretofore owned by the Company Parent or any such Subsidiary other than, in the case of any such construction or improvement, any theretofore (1) unimproved real property on which the property so constructed or the improvement is located, (2) other property (or improvements thereon) which is an improvement to or is acquired or constructed for use in connection therewith or related thereto, (3) any right and interest under any agreement or other documents relating to the property being so constructed or improved or such other property and (4) the stock of any Subsidiary created or maintained for the primary purpose of owning the property so constructed or improved; (ii) existing Liens mortgages on any property or indebtedness of a Person that which is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the CompanyParent, NiSource Finance or a Subsidiary; (iii) Liens mortgages on property or indebtedness of a Person existing at the time such Person becomes a Subsidiary; (iv) mortgages to secure Debt of a Subsidiary to the Parent or to another Subsidiary (other than a Utility); (v) mortgages in favor of the United States of America, any state or State, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction jurisdiction, to secure partial, progress, advance or other payment payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or of the cost of constructing or improving the property subject to such Liensmortgages, including, without limitation, Liens mortgages to secure Debt of the pollution control or industrial revenue bond type; (ivvi) Liens on current assets mortgages to secure Debt of the Company to secure loans which mature Parent or any Subsidiary other than a Utility maturing within 12 months from the creation thereof and which are made incurred in the ordinary course of business; (vvii) Liens mortgages on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or exploration, drilling for or development of oil or gas reserves or laying a pipeline thereof or to secure Debt incurred to provide funds for any such purpose; (viviii) any Lien mortgages existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders date of Debt to defease such Debtthis Indenture; and (viiiix) Liens mortgages for the sole purposes of extending, renewing or replacing, replacing in whole or in part, Liens securing part Debt of the type secured by any mortgage referred to in the foregoing clauses (a)(ii) through to (a)(viiviii), inclusive, or this clause (a)(viiiix); provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increasedreplacement, and that such extension, renewal or replacement is shall be limited to all or a part of the property or indebtedness which secured the Lien mortgage so extended, renewed or replaced (plus improvements on such property). (b) The provisions of subsection (a) of this Section 4.07(a) 1008 shall not apply to the issuance, assumption or guarantee by the Company Parent or any Subsidiary of Debt secured by a Lien mortgage which would otherwise be subject to such the foregoing restrictions up to an aggregate amount thatwhich, together with all other Indebtedness Debt of the Company Parent and the Subsidiaries other than the Utilities secured by mortgages (other than Debt secured by Liens mortgages permitted by subsection (a) of this Section 4.07(a)) that 1008 which would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)foregoing restrictions), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total CapitalizationConsolidated Net Tangible Assets. (c) If at any time the Parent or any Subsidiary other than the Utilities shall issue, assume or guarantee any Debt secured by any mortgage and if subsection (a) of this Section 1008 requires that the Securities be secured equally and ratably with such Debt, NiSource Finance will promptly deliver to the Trustee an Officers' Certificate stating that, and Opinion of Counsel to the effect that, the covenant of NiSource Finance contained in subsection (a) of this Section has been complied with.

Restrictions on Liens. (a) The Company So long as any Securities remain outstanding, each of NiSource Finance and the Parent will not, at nor will NiSource Finance and the Parent permit any time during which any Notes are outstandingSubsidiary, other than a Utility, to, issue, assume or guarantee any debt for money borrowed (hereinafter in this Section 1008 referred to as “"Debt”) "), secured by any Lien mortgage, security interest, pledge, lien or other encumbrance (hereinafter in this Section 1008 called "mortgage" or "mortgages") upon any property of NiSource Finance, the Parent or asset of any such Subsidiary (other than a Utility), except indebtedness issued by any such Subsidiary and owned by the Company Parent or any other such Subsidiary (whether such property or asset indebtedness is now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, the Notes Securities (together with, if the Company NiSource Finance shall so determine, any other indebtedness of or guarantee guaranteed by NiSource Finance, the Company Parent or such Subsidiary ranking equally with the Notes Securities and then existing or thereafter created) equally and ratably with (or, at the Company’s option, or prior to) such Debt, ; provided, however, that the foregoing restrictions shall not apply to or nor prevent the creation or existence of: (i) Liens mortgages on any property property, acquired, constructed or improved by the Company Parent or any of the Subsidiaries other than the Utilities after the Issue Date that date of this Indenture, and any improvements thereon, accessions thereto or other property acquired or constructed for use in connection therewith or related thereto, which are created or assumed prior to or contemporaneously with, or within 120 180 days after, such acquisition or completion of the such construction or improvement, or within six months one year thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120180-day period, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Datedate of this Indenture, or, in addition to Liens mortgages contemplated by clauses (a)(iiii) and (a)(iiiiii) below, Liens mortgages on any property existing at the time of acquisition thereof; provided, provided that the Liens do mortgages shall not apply to any property theretofore owned by the Company Parent or any such Subsidiary other than, in the case of any such construction or improvement, any theretofore (1) unimproved real property on which the property so constructed or the improvement is located, (2) other property (or improvements thereon) which is an improvement to or is acquired or constructed for use in connection therewith or related thereto, (3) any right and interest under any agreement or other documents relating to the property being so constructed or improved or such other property and (4) the stock of any Subsidiary created or maintained for the primary purpose of owning the property so constructed or improved; (ii) existing Liens mortgages on any property or indebtedness of a Person that which is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the CompanyParent, NiSource Finance or a Subsidiary; (iii) Liens in favor mortgages on property or indebtedness of a Person existing at the United States of America, any state or any foreign country or any department, agency or instrumentality or political subdivision of any time such jurisdiction to secure partial, progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject to such Liens, including, without limitation, Liens Person becomes a Subsidiary; 62 70 (iv) mortgages to secure Debt of a Subsidiary to the pollution control or industrial revenue bond type; (iv) Liens on current assets of the Company to secure loans which mature within 12 months from the creation thereof and which are made in the ordinary course of business; (v) Liens on any property (including any natural gas, oil or other mineral property) of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline Parent or to secure Debt incurred to provide funds for any such purpose; (vi) any Lien existing on the Issue Date; (vii) Liens on moneys or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses (a)(i) through (a)(vii), inclusive, or this clause (a)(viii); provided, however, that the principal amount of Debt so secured at the time of such extension, renewal or replacement (plus all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith) may not be increased, and that such extension, renewal or replacement is limited to all or part of the property or indebtedness which secured the Lien so extended, renewed or replaced (plus improvements on such property). (b) The provisions of Section 4.07(a) shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company another Subsidiary (other than Debt secured by Liens permitted by Section 4.07(aa Utility)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalization.;

Restrictions on Liens. (a) The Company will not, at and will not permit any time during which any Notes are outstanding, Subsidiary to issue, assume or guarantee any debt for money borrowed (hereinafter referred to as “Debt”) Indebtedness secured by any Lien upon any property Operating Property or asset Operating Asset of the Company (or any Subsidiary, whether such property or asset is assets are now owned or hereafter acquired), without in any such case effectively securing, prior to or concurrently with the issuance, assumption or guarantee of any such Debt, providing that the Notes (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company Indebtedness ranking equally with the Notes and then existing or thereafter createdNotes) shall be secured at least equally and ratably with (orsuch Indebtedness, at the Company’s option, prior to) such Debt, provided, however, except that the foregoing restrictions shall not apply to or prevent the creation ofto: (ia) Liens a purchase money Lien on any such property acquired, constructed (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 improved by the Company within 180 days after the Issue Date that are created or assumed contemporaneously with, or within 120 days after, such later of (1) the acquisition or completion of the construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a "substantial improvement") of such property, or (2) the date such property was placed in operation after the acquisition or completion of any such construction or substantial improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for (b) the payment acquisition of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the Issue Date, or, in addition to Liens contemplated by clauses (a)(ii) and (a)(iii) below, Liens on any property existing at the time of acquisition thereof, provided that the Liens do not apply to any property theretofore owned by the Company other thanor such Subsidiary subject to an existing Lien securing Indebtedness (whether or not assumed), including in each case, Indebtedness incurred for reimbursement of funds previously expended for any construction or substantial improvement; provided however, that in each case (x) such Lien is limited to any or all of (i) such acquired or constructed property or substantial improvement (including accretions thereto), (ii) the real property on which any construction or substantial improvement occurs, or (iii) with respect to distribution centers, any equipment used directly in the case operation of, or the business conducted on, the real property on which any construction or substantial improvement occurs, and (y) the total amount of the Indebtedness secured by such Lien, together with all other Indebtedness to Persons other than the Company or a Subsidiary secured by Liens on such property, shall not exceed the lesser of (i) the total cost of such property, including any such construction or substantial improvement, any theretofore unimproved property on which to the property so constructed Company or a Subsidiary, and (ii) the fair market value thereof immediately following the acquisition, construction or substantial improvement is locatedthereof by the Company or a Subsidiary as determined by the Company's Board of Directors or a member of the Company's senior management in good faith; (ii) existing Liens a Lien on any 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 Issue Date, (2) the acquisition of the real property or indebtedness equipment or (3) the completion of a Person that construction or substantial improvement on such real property; (y) is merged with or into or consolidated with the Company; provided that the Liens shall not apply to any property theretofore owned by the Company; (iii) Liens in favor of the United States of America, any state or any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payment pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all reimbursing the Company or any part 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 purchase price or aggregate cost of constructing such real property, improvements and equipment and the fair market value thereof, as determined by the Company's Board of Directors or improving the property subject to such Liens, including, without limitation, Liens to secure Debt a member of the pollution control or industrial revenue bond typeCompany's senior management in good faith; (iva) Liens on current assets the Operating Property of the Company or any 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 surety and appeal bonds and (3) other nondelinquent obligations of a like nature, in each case, incurred in the ordinary course of business; (b) Liens arising solely by virtue of any statutory or common law provision relating to secure loans which mature within 12 months from bankers' 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 creation thereof Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and such deposit account is not intended by the Company or any Subsidiary 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 made 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 as 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 (2) on assets of a Subsidiary existing on the date it became a Subsidiary; (v) Liens on any property (including any natural gas, oil or other mineral property) in favor of the Company to secure all or part of the cost of exploration or drilling for or development of oil or gas reserves or laying a pipeline or to secure Debt incurred to provide funds for any such purposeSubsidiary; (vi) any Lien existing on Liens securing only the Issue Date;Indebtedness issued under this Indenture; and (vii) Liens on moneys to secure Indebtedness incurred to extend, renew, refinance or government obligations deposited with a trustee or agent for holders of Debt to defease such Debt; and (viii) replace Indebtedness secured by any Liens for the sole purposes of extending, renewing or replacing, in whole or in part, Liens securing Debt of the type referred to in the foregoing clauses subsections (a)(ii) through to (a)(vii), inclusive, or this clause (a)(viiivi); provided, provided however, that the principal amount of Debt so secured at the time of such extensionextending, renewal renewal, refinancing or replacement (plus all accrued interest on Indebtedness does not exceed the Debt and the principal amount of all fees Indebtedness so extended, renewed, refinanced or replaced, plus transaction costs and expenses, including premiums, incurred in connection therewith) may not be increasedfees, and that any such extension, renewal Lien applies only to any part or replacement is limited to all or part of the same property or indebtedness which secured assets that were subject to the prior permitted Lien so extended(and, renewed or replaced (plus in the case of real property, improvements on such propertythereon). (b) The provisions of Section 4.07(a) shall not apply to the issuance, assumption or guarantee by the Company of Debt secured by a Lien which would otherwise be subject to such restrictions up to an aggregate amount that, together with all other Indebtedness of the Company (other than Debt secured by Liens permitted by Section 4.07(a)) that would otherwise be subject to such restrictions and the Value of all Sale and Lease-back Transactions in existence at such time (other than any Sale and Lease-back Transaction that, if such Sale and Lease-back Transaction had been a Lien, would have been permitted by Section 4.07(a)(i) and other than Sale and Lease-back Transactions as to which application of amounts have been made in accordance with Section 4.08(b)), does not at the time the Company issues, assumes or guarantees Debt secured by such Lien exceed 10% of Total Capitalization.