Common use of Restrictions on Secured Debt Clause in Contracts

Restrictions on Secured Debt. The Company will not, and will not permit any Restricted Subsidiary to, issue, assume, guarantee or incur any Secured Debt, without effectively providing that the Obligations (together with, if the Company shall so determine, any other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of others) shall be secured equally and ratably with (or prior to) such Secured Debt, so long as such Secured Debt shall be so secured, except that this Section 6.02 shall not apply to Secured Debt secured by: (a) mortgages on property of any Person existing at the time such Person becomes a Restricted Subsidiary; (b) mortgages on property of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (e) the mortgage of any property of the Company or any Restricted Subsidiary in favor of the United States, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (g) any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or in part, of any mortgage referred to in the foregoing clauses (a) through (f), or of any indebtedness secured thereby; provided that such extension, renewal or refunding mortgage shall be limited to all or any part of the same property that secured the mortgage extended, renewed or refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.

Restrictions on Secured Debt. The Company will not, and will not permit any Restricted Subsidiary to, issue, assume, guarantee or incur any Secured Debt, without effectively providing that the Obligations (together with, if the Company shall so determine, any other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of others) shall be secured equally and ratably with (or prior to) such Secured Debt, so long as such Secured Debt shall be so secured, except that this Section 6.02 shall not apply to Secured Debt secured by: (a) mortgages on property of any Person existing at the time such Person becomes a Restricted Subsidiary; (b) mortgages on property of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (e) the mortgage of any property of the Company or any Restricted Subsidiary in favor of the United States, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (g) any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or in part, of any mortgage referred to in the foregoing clauses (a) through (f), or of any indebtedness secured thereby; provided that such extension, renewal or refunding mortgage shall be limited to all or any part of the same property that secured the mortgage extended, renewed or refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02Section, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02Section), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.

Restrictions on Secured Debt. (a) The Company will shall not, and will not nor shall it permit any of its Restricted Subsidiaries to, create, incur, issue, assume or guarantee any indebtedness for borrowed money (hereinafter referred to as “indebtedness”) secured by a mortgage, security interest, pledge or lien (hereinafter referred to as “mortgage”) of or upon any Principal Property or on any shares of capital stock or indebtedness of any Restricted Subsidiary to(whether such Principal Property, issue, assume, guarantee shares of capital stock or incur indebtedness is owned at the date hereof or acquired after the date hereof) without in any Secured Debt, without effectively providing such case making or causing to be made effective provision (and the Company covenants that in any such case it shall make or cause to be made effective provision) whereby the Obligations Notes (together with, if the Company shall so determine, any other indebtedness of created, incurred, issued, assumed or guaranteed by the Company or such any Restricted Subsidiary then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of otherscreated) shall be secured equally and ratably with (or or, at the option of the Company, prior to) such Secured Debtindebtedness, so long until such time as such Secured Debt indebtedness shall no longer be so secured, except that . (b) The provisions of paragraph (a) of this Section 6.02 shall not not, however, apply to Secured Debt any indebtedness secured byby any one or more of the following: (ai) mortgages of or upon any property acquired, constructed or improved by, or of or upon any shares of capital stock or indebtedness acquired by, the Company or any Restricted Subsidiary after the date of this Indenture to secure indebtedness incurred for the purpose of financing or refinancing all or any part of the purchase price of such property, shares of capital stock or indebtedness or of the cost of any construction or improvements on such properties, in each case, to the extent that the indebtedness is incurred prior to or within 180 days after the applicable acquisition, completion of construction or beginning of commercial operation of such property, as the case may be; (ii) mortgages of or upon any property, shares of capital stock or indebtedness existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; (iii) mortgages of or upon any property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary or existing at the time of a sale or transfer of all or substantially all of the properties of such Person to the Company or any Restricted Subsidiary; (iv) mortgages of or upon any property of, or shares of capital stock or indebtedness of, a Person existing at the time such Person becomes a Restricted Subsidiary; (bv) mortgages on property to secure indebtedness of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a another Restricted Subsidiary; (evi) the mortgage of any property of the Company or any Restricted Subsidiary mortgages in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof or the District of Columbia, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute;statute or to secure any indebtedness incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of the property, shares of capital stock or indebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages; and (f) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (gvii) any extension, renewal or refunding replacement (or successive extensions, renewals or refundings), replacements) in whole or in part, part of any mortgage existing at the date of this Indenture or any mortgage referred to in the foregoing clauses (ai) through (fvi), or inclusive; provided, that the principal amount of any indebtedness secured thereby; provided 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 indebtedness and the amount of all fees and expenses, including premiums, incurred in connection with such extension, renewal or replacement), and that such extension, renewal or refunding mortgage replacement shall be limited to all or any a part of the same property that secured (plus improvements and construction on such property), shares of capital stock or indebtedness which was subject to the mortgage so extended, renewed or refunded replaced. (plus improvements on such property). c) Notwithstanding the foregoing provisions of paragraph (a) of this Section 6.023.01, the Company and or any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured DebtSubsidiary may, without equally and ratably securing the ObligationsNotes, if after giving effect theretocreate, the sum of incur, issue, assume or guarantee indebtedness secured by a mortgage not excepted by clauses (i) through (vii) of paragraph (b) of this Section 3.01, if the aggregate amount of such indebtedness, together with (x) all Secured Debt of other indebtedness of, or indebtedness guaranteed by, the Company and its Restricted Subsidiaries existing at such time and secured by mortgages not so excepted, and (except Secured y) Attributable Debt pursuant in respect of Sale and Lease-Back Transactions with respect to clauses any Principal Property existing at such time (a) through other than Sale and Lease-Back Transactions permitted by clause (gi) of Section 3.02 and other than Sale and Lease-Back Transactions the first paragraph proceeds of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and have been applied in accordance with clause (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof3.02), does not at the time exceed 1015% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so securedShareholders’ Equity.

Restrictions on Secured Debt. The Company will shall not, and will the Company shall not permit any Restricted Subsidiary to, incur, issue, assumeassume or guarantee any notes, guarantee bonds, debentures or incur other similar evidences of indebtedness for money borrowed (“Debt”), secured by pledge of, or mortgage or lien on, any Principal Property, or any shares of Capital Stock of or Debt of any Restricted Subsidiary (such pledges, mortgages and liens being called “Mortgage” or “Mortgages” and such Debt secured by such Mortgages being called “Secured Debt”), without effectively providing that the Obligations Notes (together with, if the Company shall so determine, any other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with which is not subordinate to the Obligations, including guarantees of indebtedness of othersNotes) shall be secured equally and ratably with (or prior to) such Secured Debt, so long as such Secured Debt shall be so secured, except unless after giving effect thereto, the aggregate amount of all such Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of any Sale and Leaseback Transaction would not, at the time of such incurrence, issuance, assumption or guarantee, exceed 15% of Consolidated Net Tangible Assets; provided, however, that this Section 6.02 restriction shall not apply to to, and there shall be excluded from Secured Debt in any computation under such restriction, indebtedness secured by: (a) mortgages Mortgages on such property or shares of Capital Stock or Debt existing on the date of this Supplemental Indenture; (b) Mortgages on such property or shares of Capital Stock of or Debt of any Person Person, which Mortgages are existing at the time (i) such Person became a Restricted Subsidiary, (ii) such Person is merged into or consolidated with the Company or any Subsidiary or (iii) the Company or a Subsidiary merges into or consolidates with such Person (in a transaction in which such Person becomes a Restricted Subsidiary; (b) mortgages on property ), which Mortgage was not incurred in anticipation of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed transaction and was outstanding prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisitiontransaction; (c) mortgages upon or with respect to any property acquired, constructed or improved by Mortgages in favor of the Company or any Restricted Subsidiary after Guarantor; (d) Mortgages in favor of a governmental entity or in favor of the date hereof which are createdholders of securities issued by any such entity, incurred pursuant to any contract or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement statute (including Mortgages to secure debt of the pollution control or provide industrial revenue bond type) or to secure any indebtedness incurred for the payment purpose of financing all or any part of the purchase price of such property or the cost of construction of the property subject to such construction Mortgages; (e) Mortgages in favor of any governmental entity to secure progress, advance or improvement, or mortgages upon or with respect other payments pursuant to any contract or provision of any statute; (f) Mortgages on such property or shares of Capital Stock or Debt existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company thereof (including acquisition through merger or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is locatedconsolidation); (dg) mortgages which Mortgages on such property or shares of Capital Stock or Debt to secure indebtedness owing to the Company payment of all or any part of the purchase price or construction cost thereof or to a Restricted Subsidiarysecure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or shares or Debt, the completion of any construction or the commencement of full operation, for the purpose of financing all or any part of the purchase price or construction cost thereof; (eh) the mortgage of any property of the Company or any Restricted Subsidiary in favor of the United States, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) the mortgage of any property of the Company or any Restricted Subsidiary created, Mortgages incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between a Sale and Leaseback Transaction satisfying the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agencyprovisions set forth in Section 4.09; orand (gi) any extension, renewal or refunding replacement (or successive extensions, renewals or refundingsreplacements), in as a whole or in part, of any mortgage Mortgage referred to in the foregoing clauses (a) through (f), or of any indebtedness secured therebyclauses; provided that such extension, renewal or refunding mortgage replacement Mortgage shall be limited to all or any a part of the same such property or shares of Capital Stock or Debt that secured the mortgage Mortgage extended, renewed or refunded replaced (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.

Restrictions on Secured Debt. The Company will notnot itself, and will not permit any Restricted Domestic Subsidiary to, incur, issue, assumeassume or guarantee any indebtedness for borrowed money represented by notes, guarantee bonds, debentures or incur other similar evidences of indebtedness for borrowed money (such notes, bonds, debentures or other similar evidences of indebtedness for borrowed money being hereinafter in this Article called “Debt”), secured by a Mortgage on any Secured DebtPrincipal Domestic Property, or any shares of stock or Debt of any Domestic Subsidiary, without effectively providing or causing its Domestic Subsidiary to provide that the Obligations (together with, if the Company shall so determine, any other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of others) Outstanding Securities shall be secured equally and ratably with (or prior to) such Secured Debtsecured Debt (for the purpose of providing such equal and ratable security, the principal amount of Outstanding Securities of any series of Original Issue Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series that would be payable upon acceleration of the Maturity thereof at the time of such determination), so long as such Secured secured Debt shall be so secured, except unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt in respect of Sale and Leaseback Transactions involving Principal Domestic Properties (other than Sale and Leaseback Transactions permitted pursuant to clause (2) of Section 10.7) would not exceed 15% of Consolidated Net Assets; PROVIDED, HOWEVER, that this Section 6.02 shall not apply to Secured to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a1) mortgages Mortgages on property of, or on any shares of stock or Debt of, any Person existing at the time such Person becomes a Restricted Domestic Subsidiary; (b2) mortgages on property Mortgages in favor of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisitionthereof; (c3) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property Mortgages on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (e) the mortgage of any property of the Company or any Restricted a Domestic Subsidiary in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f4) Mortgages on property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation); (5) Mortgages to secure the payment of all or any part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure debt incurred to provide funds for any such purpose, provided that the commitment of the creditor to extend the credit secured by any such Mortgage shall have been obtained not later than 365 days after the later of (a) the mortgage of any property completion of the Company acquisition, construction, development or any Restricted Subsidiary createdimprovement of such property or (b) the placing in operation of such property; (6) With respect to each series of Securities, Mortgages existing on the first date on which a Security of such series is authenticated by the Trustee hereunder; (7) Mortgages incurred or assumed in connection with any pollution control, industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; orfinancings; (g8) Mortgages created in substitution of or as replacements for any Mortgages referred to in the foregoing clauses (1) through (7), inclusive; PROVIDED, that, based on a good faith determination of an Officer of the Company, the property encumbered under any such substitute or replacement Mortgage is substantially similar in nature to the property encumbered by the otherwise permitted Mortgage which is being replaced; and (9) Any extension, renewal or refunding replacement (or successive extensions, renewals or refundingsreplacements), in as a whole or in part, of any mortgage Debt secured by any Mortgage referred to in the foregoing clauses (a1) through (f)8), or of any indebtedness secured therebyinclusive; provided PROVIDED, that (i) such extension, renewal or refunding mortgage replacement Mortgage shall be limited to all or any a part of the same property property, shares of stock or debt that secured the mortgage Mortgage extended, renewed or refunded replaced (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, and plus any property relating to a specific project, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum completion of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt which is funded pursuant to clauses clause (aii)(b) through (gbelow) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent Debt secured by such Mortgage at such time is hereby authorized not increased (other than (a) by an amount equal to enter into such instruments any related financing costs (including, but not limited to, the accrued interest and to take such actionpremium, if any, as it may deem advisable on the Debt being refinanced) and (b) where an additional principal amount of Debt is incurred to enable it provide funds for the completion of a specific project that is subject to enforce a Mortgage securing the rights of the Lenders of Debt being extended, refinanced or renewed, by an amount equal to such Obligations so securedadditional principal amount).

Restrictions on Secured Debt. The Company Guarantor covenants and agrees for the benefit of each series of Securities, other than any series established by or pursuant to a Board Resolution, Officer's Certificate or in one or more supplemental indentures hereto which specifically provides otherwise, that it will notnot itself, and will not permit any Restricted Subsidiary to, incur, issue, assume, or guarantee any loans, whether or incur not evidenced by negotiable instruments or securities, or any Secured notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (loans, and notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section 1004 called "Debt"), secured after the date hereof by pledge of, or mortgage or lien on, any Principal Property of the Guarantor or any Restricted Subsidiary or any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter in this Section 1004 called "Mortgage" or "Mortgages"), without effectively providing that the Obligations Securities, other than Securities of a series not entitled to the benefits of this covenant (together with, if the Company Guarantor shall so determine, any other indebtedness Debt of the Company Guarantor or such Restricted Subsidiary then existing or thereafter created ranking equally with which is not subordinate to the Obligations, including guarantees of indebtedness of othersSecurities) shall be secured equally and ratably with (or or, at the option of the Guarantor, prior to) such Secured secured Debt, so long as such Secured secured Debt shall be so secured, except unless, after giving effect thereto, the aggregate amount of all such secured Debt would not exceed 10% of Consolidated Net Assets; provided, however, that this Section 6.02 1004 shall not apply to Secured to, and there shall be excluded from secured Debt in any computation under this Section 1004, Debt secured by: (a1) mortgages Mortgages on property of, or on any shares of Capital Stock of or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (b2) mortgages on property Mortgages in favor of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company Guarantor or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c3) mortgages upon Mortgages in favor of any governmental body to secure progress, advance or with respect other payments pursuant to any property acquiredcontract or provision of any statute; (4) Mortgages on property, constructed shares of Capital Stock or improved by Debt existing at the Company time of acquisition thereof (including acquisition through merger or any Restricted Subsidiary after the date hereof which are created, incurred consolidation) or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of all or any part of the purchase price of such property thereof or the cost of such construction thereon or improvementto secure any Debt incurred prior to, or mortgages upon or with respect to any property existing at the time of, or within 360 days after the later of the acquisition thereof; provided that any of such mortgage shall not apply to any property theretofore owned by property, shares of Capital Stock or Debt or the Company completion of construction for the purpose of financing all or any Restricted Subsidiary other than any theretofore unimproved real property on which part of the property so constructed, purchase price thereof or the improvement, is locatedconstruction thereon; (d5) mortgages which secure indebtedness owing to the Company Mortgages securing obligations issued by a State, territory or to a Restricted Subsidiary; (e) the mortgage of any property of the Company or any Restricted Subsidiary in favor possession of the United States, any political subdivision of any of the foregoing, or any State thereofthe District of Columbia, or any department, agency or instrumentality of eitherany of the foregoing to finance the acquisition or construction of property, to secure partialand on which the interest is not, progressin the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, advance or other payments to includible in gross income of the Company holder by reason of Section 103 (a) (1) of the Internal Revenue Code (or any Restricted Subsidiary pursuant successor to such provision or any other similar statute of the provisions United States) as in effect at the time of any contract or statutethe issuance of such obligations; (f6) Mechanics', materialmen's, carriers' or other like liens arising in the ordinary course of business (including construction of facilities) in respect of obligations which are not due or which are being contested in good faith; (7) Any mortgage arising by reason of deposits with, or the giving of any property form of the Company security to, any governmental agency or any Restricted Subsidiary createdbody created or approved by law or governmental regulations, incurred which is required by law or assumed governmental regulation as a condition to the transaction of any business, or the exercise of any privilege, franchise or license; (8) Mortgages for taxes, assessments or governmental charges or levies not yet delinquent, or mortgages for taxes, assessments or governmental charges or levies already delinquent but the validity of which is being contested in good faith; (9) Mortgages (including judgment liens) arising in connection with any industrial revenue bondlegal proceedings so long as such proceedings are being contested in good faith and, pollution control bond or similar financing arrangement between in the Company or any Restricted Subsidiary and the United Statescase of judgment liens, any state thereof or any municipal government or other governmental body or agency; orexecution thereon is stayed; (g10) any Mortgages existing at the date of this Indenture; and (11) Any extension, renewal or refunding replacement (or successive extensions, renewals or refundingsreplacements), in as a whole or in part, of any mortgage referred to in the foregoing clauses (a1) through to (f10), or of any indebtedness secured therebyinclusive; provided provided, however, that such extension, renewal or refunding mortgage replacement Mortgage shall be limited to all or any part of the same property property, shares of Capital Stock or Debt that secured the mortgage Mortgage extended, renewed or refunded replaced (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.

Restrictions on Secured Debt. The Company will not, and will not permit any Restricted Subsidiary to, issue, assume, guarantee or incur any Secured Debt, without effectively providing that the Obligations (together with, if the Company shall so determine, any other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of others) shall be secured equally and ratably with (or prior to) such Secured Debt, so long as such Secured Debt shall be so secured, except that this Section 6.02 shall not apply to Secured Debt secured by: (a) mortgages on property of any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (b) mortgages on property of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (e) the mortgage of any property of the Company or any Restricted Subsidiary in favor of the United States, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (g) any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or in part, of any mortgage referred to in the foregoing clauses (a) through (f), or of any indebtedness secured thereby; provided that such extension, renewal or refunding mortgage shall be limited to all or any part of the same property that secured the mortgage extended, renewed or refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or 6.01(d)(or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.

Restrictions on Secured Debt. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, create, incur, issue, assumeassume or guarantee any indebtedness for borrowed money (hereinafter called “indebtedness”) secured by a mortgage, guarantee security interest, pledge or incur lien (hereinafter called “mortgage”) of or upon any Secured DebtPrincipal Property or on any capital stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, capital stock or indebtedness is now owned or hereafter acquired) without effectively providing in any such case ensuring that the Obligations Securities (together with, if the Company shall so determine, any other indebtedness of created, incurred, issued, assumed or guaranteed by the Company or such any Restricted Subsidiary and then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of otherscreated) shall be secured by such mortgage equally and ratably with (or or, at the option of the Company, prior to) such Secured Debtindebtedness, so long as such Secured Debt indebtedness shall be so secured. (b) The provisions of Section 4.06(a) shall not, except however, apply to any indebtedness secured by any one or more of the following: (1) mortgages of or upon any property acquired, constructed or improved by, or of or upon any capital stock or indebtedness acquired by, the Company or any Restricted Subsidiary after the date hereof to (i) secure the payment of all or any part of the purchase price of such property, capital stock or indebtedness upon the acquisition thereof or (ii) secure indebtedness incurred, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, capital stock or indebtedness or of the cost of any construction or improvements on such properties, in each case, to the extent that this Section 6.02 the indebtedness is incurred, assumed or guaranteed prior to or within 180 days after the later of the applicable acquisition, construction or improvement of such property, as the case may be, provided, that in the case of any such acquisition, construction or improvement the mortgage shall not apply to Secured Debt secured by:any property, capital stock or indebtedness theretofore owned by the Company or any Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved or substantially unimproved real property on which the property so constructed or the improvement is located; (a2) mortgages on of or upon any property, capital stock or indebtedness existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; (3) mortgages of or upon any property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary or existing at the time of a sale or transfer of the properties of a Person as an entirety or substantially as an entirety to the Company or any Restricted Subsidiary; (4) mortgages of or upon any property of, or capital stock or indebtedness of, a Person existing at the time such Person becomes a Restricted Subsidiary; (b5) mortgages on property to secure indebtedness of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a another Restricted Subsidiary; (e6) the mortgage of any property of the Company or any Restricted Subsidiary mortgages in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) statute or to secure any indebtedness incurred or guaranteed for the mortgage purpose of financing or refinancing all or any property part of the Company purchase price of the property, capital stock or any Restricted Subsidiary createdindebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages (including, without limitation, mortgages incurred or assumed in connection with any pollution control, industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agencyfinancings); orand (g7) any extension, renewal or refunding replacement (or successive extensions, renewals or refundings), replacements) in whole or in part, part of any mortgage existing at the date of this Indenture or any mortgage referred to in the foregoing clauses (a1) through (f6), or inclusive, provided, however, that the principal amount of any indebtedness secured thereby; provided thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or refunding mortgage replacement shall be limited to all or any a part of the same property that secured (plus improvements and construction on such property), capital stock or indebtedness which was subject to the mortgage so extended, renewed or refunded replaced. (plus improvements on such property). c) Notwithstanding the foregoing provisions of this Section 6.024.06(a), the Company and or any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured DebtSubsidiary may, without equally and ratably securing the ObligationsSecurities, issue, assume or guarantee indebtedness secured by a mortgage not excepted by clauses (1) through (7) of Section 4.06(b), if after giving effect thereto, the sum of (i) the aggregate amount of such indebtedness, together with all Secured Debt of other indebtedness of, or indebtedness guaranteed by, the Company and its Restricted Subsidiaries existing at such time and secured by mortgages not so excepted and the Attributable Debt in respect of Sale and Lease-Back Transactions existing at such time (except Secured Debt pursuant other than Sale and Lease-Back Transactions in which the property involved would have been permitted to clauses be mortgaged under clause (a1) through or (g6) of Section 4.06(b) and other than Sale and Lease-Back Transactions in which the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and proceeds have been applied in accordance with clause (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof4.07), does not at the time exceed 1015% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.

Restrictions on Secured Debt. The Company will not, and will not permit any Restricted Subsidiary to, issue, assume, guarantee or incur any Secured Debt, without effectively providing that the Obligations Outstanding Securities of all series (together with, if the Company shall so determine, any other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with the Obligationssuch Outstanding Securities, including guarantees of indebtedness of others) shall be secured equally and ratably with (or prior to) such Secured Debt, so long as such Secured Debt shall be so secured, except that this Section 6.02 shall not apply to Secured Debt secured by: (a) mortgages on property of any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (b) mortgages on property of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided provided, however, that any such mortgage shall -------- ------- have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided provided, however, that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (e) the mortgage of any property of the Company or any Restricted Subsidiary in favor of the United States, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (g) any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or in part, of any mortgage referred to in the foregoing clauses (a) through (f), or of any indebtedness secured ----------- --- thereby; provided provided, however, that such extension, renewal or refunding -------- ------- mortgage shall be limited to all or any part of the same property that secured the mortgage extended, renewed or refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.0210.06, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the ObligationsOutstanding Securities of all series, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the ----------- --- first paragraph of this Section 6.0210.06), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 10.07 applies and (iii) the aggregate ------------- amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d10.05(iv) (or any extension, renewal or refunding ----------------- thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations Outstanding Securities equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.0210.06, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company Trustee an Officers' Certificate stating that such covenant has been complied with, and an opinion Opinion of counsel to the Company Counsel stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent Trustee is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders Holders of such Obligations Outstanding Securities so secured.

Restrictions on Secured Debt. The Company will not, and will not permit any Restricted Subsidiary to, issue, assume, guarantee or incur any Secured Debt, without effectively providing that the Obligations Outstanding Securities of all series (together with, if the Company shall so determine, any other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with the Obligationssuch Outstanding Securities, including guarantees of indebtedness of others) shall be secured equally and ratably with (or prior to) such Secured Debt, so long as such Secured Debt shall be so secured, except that this Section 6.02 shall not apply to Secured Debt secured by: (a) mortgages on property of any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (b) mortgages on property of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided provided, however, that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided provided, however, that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (e) the mortgage of any property of the Company or any Restricted Subsidiary in favor of the United States, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (g) any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or in part, of any mortgage referred to in the foregoing clauses (a) through (f), or of any indebtedness secured thereby; provided provided, however, that such extension, renewal or refunding mortgage shall be limited to all or any part of the same property that secured the mortgage extended, renewed or refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.0210.06, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the ObligationsOutstanding Securities of all series, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.0210.06), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 10.07 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d10.05(iv) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations Outstanding Securities equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.0210.06, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company Trustee an Officers' Certificate stating that such covenant has been complied with, and an opinion Opinion of counsel to the Company Counsel stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent Trustee is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders Holders of such Obligations Outstanding Securities so secured.

Restrictions on Secured Debt. The Company will notnot itself, and will not permit any Restricted Subsidiary to, incur, issue, assume, or guarantee any Debt, whether or incur not evidenced by negotiable instruments or securities, secured after the date hereof by Mortgage on any Secured DebtPrincipal Property of the Company or any Restricted Subsidiary or any shares of Capital Stock of or Debt of any Restricted Subsidiary, without effectively providing that all the Obligations Securities Outstanding (together with, if the Company shall so determine, any other indebtedness Debt of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with which is not subordinate to any of the Obligations, including guarantees of indebtedness of othersSecurities) shall be secured equally and ratably with (or or, at the option of the Company, prior to) such Secured secured Debt, so long as such Secured secured Debt shall be so secured, except that this Section 6.02 shall not apply to Secured Debt secured by: (a) mortgages on property of any Person existing at the time such Person becomes a Restricted Subsidiary; (b) mortgages on property of any Person which is merged withunless, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (e) the mortgage of any property of the Company or any Restricted Subsidiary in favor of the United States, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (g) any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or in part, of any mortgage referred to in the foregoing clauses (a) through (f), or of any indebtedness secured thereby; provided that such extension, renewal or refunding mortgage shall be limited to all or any part of the same property that secured the mortgage extended, renewed or refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured such secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant with respect to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back leaseback transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does 1105 is applicable would not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to ; provided, however, that this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied withshall not apply to, and an opinion there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Mortgages on property of, or on any shares of counsel to Capital Stock of or Debt of, any corporation existing at the Company stating that time such corporation becomes a Restricted Subsidiary; (b) Mortgages in the opinion favor of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.Subsidiary;

Restrictions on Secured Debt. (a) The Company will notnot itself, and will not permit any Restricted Subsidiary to, incur, issue, assumeassume or guarantee any notes, guarantee bonds, debentures or incur other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "DEBT"), secured by pledge of, or mortgage or other lien on, any Secured DebtPrincipal Property, now owned or hereafter owned by the Company or any Restricted Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary (pledges, mortgages and other liens being hereinafter in this Article called "LIEN" or "LIENS"), without effectively providing that the Obligations Securities of each series then Outstanding (together with, if the Company shall so determine, any other indebtedness Debt of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with which is not subordinate to the Obligations, including guarantees Securities of indebtedness of otherseach series then Outstanding) shall be secured equally and ratably with (or prior to) such Secured secured Debt, so long as such Secured secured Debt shall be so secured; PROVIDED, except HOWEVER, that this Section 6.02 shall not apply to Secured to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a1) mortgages Liens on property of any Person existing at the time such Person becomes a Restricted Subsidiary; (b) mortgages on property of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property Principal Property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof of this Indenture which are created, incurred created or assumed contemporaneously withwith such acquisition, construction or improvement, or within 90 120 days afterbefore or after the completion thereof, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such acquisition, construction or improvementimprovement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of this Indenture; (2) Liens of or upon any property, shares of capital stock or mortgages upon or with respect to any property Debt existing at the time of acquisition thereof; provided that any , whether by merger, consolidation, purchase, lease or otherwise (including Liens of or upon property, shares of capital stock or indebtedness of a corporation existing at the time such mortgage shall not apply to any property theretofore owned by the Company or any corporation becomes a Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is locatedSubsidiary); (d3) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (e) the mortgage of any property Liens in favor of the Company or any Restricted Subsidiary Subsidiary; (4) Liens in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof or political entity affiliated therewith, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including Liens incurred in connection with pollution control, industrial revenue or similar financings); (5) Liens imposed by law, such as mechanics', workmen's, repairmen's, materialmen's, carriers', warehousemen's, vendors' or other similar liens arising in the ordinary course of business, or governmental (federal, state or municipal) liens arising out of contracts for the sale of products or services by the Company or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; (6) pledges or deposits under workmen's compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Restricted Subsidiary pursuant is a party, or deposits to the provisions of any contract secure public or statute; (f) the mortgage of any property statutory obligations of the Company or any Restricted Subsidiary createdSubsidiary, incurred or assumed deposits in connection with obtaining or maintaining self- insurance or to obtain the benefits of any industrial revenue bondlaw, pollution control bond regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar financing arrangement between matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any Restricted Subsidiary and is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (7) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the United States, any state thereof Company or any municipal government Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party; (8) Liens for taxes or assessments or governmental body charges or agencylevies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; (9) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords' liens and other similar liens and encumbrances none of which interfere materially with the use of the property covered thereby in the ordinary course of the business of the Company or such Restricted Subsidiary and which do not, in the opinion of the Company, materially detract from the value of such properties; (10) Liens existing on the first date on which the Securities are authenticated; or (g11) any extension, renewal or refunding replacement (or successive extensions, renewals or refundingsreplacements), in as a whole or in part, of any mortgage Lien referred to in the foregoing clauses (a1) through to (f10), or of any indebtedness secured therebyinclusive; provided provided, that (i) such extension, renewal or refunding mortgage replacement Lien shall be limited to all or any a part of the same property property, shares of stock or Debt that secured the mortgage Lien extended, renewed or refunded replaced (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent Debt secured by such Lien at such time is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so securednot increased.

Restrictions on Secured Debt. The Company will not, and will not permit any Restricted Subsidiary to, issue, assume, guarantee or incur any Secured Debt, without effectively providing that the Obligations 2009 Notes (together with, if the Company shall so determine, any other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with the Obligations2009 Notes, including guarantees of indebtedness of others) shall be secured equally and ratably with (or prior to) such Secured Debt, so long as such Secured Debt shall be so secured, except that this Section 6.02 shall not apply to Secured Debt secured by: (ai) mortgages on property of any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (bii) mortgages on property of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided provided, however, that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (ciii) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided provided, however, that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (div) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (ev) the mortgage of any property of the Company or any Restricted Subsidiary in favor of the United States, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (fvi) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (gvii) any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or in part, of any mortgage referred to in the foregoing clauses (ai) through (fvi), or of any indebtedness secured thereby; provided provided, however, that such extension, renewal or refunding mortgage shall be limited to all or any part of the same property that secured the mortgage extended, renewed or refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.0210.06, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations2009 Notes, if after giving effect thereto, the sum of (ix) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to described in clauses (ai) through (gvii) of the first paragraph of this Section 6.027(b)), (iiy) the aggregate Value of sale and lease back transactions to which Section 6.03 7(c) applies and (iiiz) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d7(a)(iv) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations 2009 Notes equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.027(b), (iy) the Company will promptly deliver to the Administrative Fiscal Agent a certificate of a Financial Officer of the Company an Officers’ Certificate stating that such covenant has been complied with, and an opinion Opinion of counsel to the Company Counsel stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (iiz) the Administrative Fiscal Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders holders of such Obligations 2009 Notes which are so secured.

Restrictions on Secured Debt. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, create, incur, issue, assumeassume or guarantee any indebtedness for borrowed money (hereinafter called “indebtedness”) secured by a mortgage, guarantee security interest, pledge or incur lien (hereinafter called “mortgage”) of or upon any Secured DebtPrincipal Property or on any shares of capital stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of capital stock or indebtedness is now owned or hereafter acquired) without effectively providing in any such case making or causing to be made effective provision (and the Company covenants that in any such case it shall make or cause to be made effective provision) whereby the Obligations Securities (together with, if the Company shall so determine, any other indebtedness of created, incurred, issued, assumed or guaranteed by the Company or such any Restricted Subsidiary and then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of otherscreated) shall be secured equally and ratably with (or or, at the option of the Company, prior to) such Secured Debtindebtedness, so long as such Secured Debt indebtedness shall be so secured, except that this Section 6.02 shall not apply to Secured Debt secured by: (a) mortgages on property of any Person existing at the time such Person becomes a Restricted Subsidiary;. (b) mortgages on property The provisions of any Person which is merged withparagraph (a) of this Section shall not, or all or a substantial part of whose properties are acquired byhowever, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied apply to any property owned indebtedness secured by any one or more of the Company or any Restricted Subsidiary immediately prior to such merger or acquisition;following: (c1) mortgages of or upon or with respect to any property acquired, constructed or improved by by, or of or upon any shares of capital stock or indebtedness acquired by, the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement this Indenture (A) to secure or provide for the payment of all or any part of the purchase price of such property, shares of capital stock or indebtedness upon the acquisition thereof by the Company or any Restricted Subsidiary, or (B) to secure any indebtedness issued, assumed or guaranteed by the Company or any Restricted Subsidiary prior to, at the time of, or within 180 days after (i) in the case of property, the later of the acquisition, completion of construction (including any improvements on existing property) or commencement of commercial operation of such property or (ii) in the case of shares of capital stock or indebtedness, the acquisition of such shares of capital stock or indebtedness, which indebtedness is issued, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, shares of capital stock or indebtedness and, in the case of property, the cost of construction thereof or improvements thereon, provided that in the case of any such acquisition, construction or improvement, or mortgages upon or with respect to any property existing at improvement the time of acquisition thereof; provided that any such mortgage shall not apply to any property property, shares of capital stock or indebtedness theretofore owned by the Company or any Restricted Subsidiary Subsidiary, other than than, in the case of any such construction or improvement, any theretofore unimproved or substantially unimproved real property on which the property so constructed, constructed or the improvement, improvement is located; (d2) mortgages which secure of or upon any property, shares of capital stock or indebtedness owing existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; (3) mortgages of or upon any property of a corporation existing at the time such corporation is merged with or into or consolidated with the Company or any Restricted Subsidiary or existing at the time of a sale or transfer of the properties of a corporation as an entirety or substantially as an entirety to the Company or to any Restricted Subsidiary; (4) mortgages of or upon any property of, or shares of capital stock or indebtedness of, a corporation existing at the time such corporation becomes a Restricted Subsidiary; (e5) the mortgage mortgages to secure indebtedness of any property of Restricted Subsidiary to the Company or any to another Restricted Subsidiary Subsidiary; (6) mortgages in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) statute or to secure any indebtedness incurred or guaranteed for the mortgage purpose of financing or refinancing all or any property part of the Company purchase price of the property, shares of capital stock or any Restricted Subsidiary createdindebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages (including, without limitation, mortgages incurred or assumed in connection with any pollution control, industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agencyfinancings); orand (g7) any extension, renewal or refunding replacement (or successive extensions, renewals or refundings), replacements) in whole or in part, part of any mortgage existing at the date of this Indenture or any mortgage referred to in the foregoing clauses (a1) through (f6), or inclusive, provided, however, that the principal amount of any indebtedness secured thereby; provided thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or refunding mortgage replacement shall be limited to all or any a part of the same property that secured (plus improvements and construction on such property), shares of capital stock or indebtedness which was subject to the mortgage so extended, renewed or refunded replaced. (plus improvements on such property). c) Notwithstanding the foregoing provisions of paragraph (a) of this Section 6.024.06, the Company and or any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured DebtSubsidiary may, without equally and ratably securing the ObligationsSecurities, issue, assume or guarantee indebtedness secured by a mortgage not excepted by clauses (1) through (7) of paragraph (b) of this Section 4.06, if after giving effect thereto, the sum of (i) the aggregate amount of such indebtedness, together with all Secured Debt of other indebtedness of, or indebtedness guaranteed by, the Company and its Restricted Subsidiaries existing at such time and secured by mortgages not so excepted and the Attributable Debt in respect of Sale and Lease-Back Transactions existing at such time (except Secured Debt pursuant to clauses other than Sale and Lease-Back Transactions permitted by clause (a) through (gi) of Section 4.07 and other than Sale and Lease-Back Transactions the first paragraph proceeds of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and have been applied in accordance with clause (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof4.07), does not at the time exceed 1015% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.

Restrictions on Secured Debt. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, create, incur, issue, assumeassume or guarantee any indebtedness for borrowed money (hereinafter called “indebtedness”) secured by a mortgage, guarantee security interest, pledge or incur lien (hereinafter called “mortgage”) on or upon any Secured DebtPrincipal Property or on any capital stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, capital stock or indebtedness is now owned or hereafter acquired) without effectively providing in any such case ensuring that the Obligations Securities (together with, if the Company shall so determine, any other indebtedness of created, incurred, issued, assumed or guaranteed by the Company or such any Restricted Subsidiary and then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of otherscreated) shall be secured by such mortgage equally and ratably with (or or, at the option of the Company, prior to) such Secured Debtindebtedness, so long as such Secured Debt indebtedness shall be so secured. (b) The provisions of Section 4.01(a) shall not, except however, apply to any indebtedness secured by any one or more of the following: (1) mortgages of or upon any property acquired, constructed or improved by, or of or upon any capital stock or indebtedness acquired by, the Company or any Restricted Subsidiary after the date hereof to (i) secure the payment of all or any part of the purchase price of such property, capital stock or indebtedness upon the acquisition thereof or (ii) secure indebtedness incurred, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, capital stock or indebtedness or of the cost of any construction or improvements on such properties, in each case, to the extent that this Section 6.02 the indebtedness is incurred, assumed or guaranteed prior to or within 365 days after the later of the applicable acquisition, construction or improvement of such property, as the case may be, provided, that in the case of any such acquisition, construction or improvement the mortgage shall not apply to Secured Debt secured by:any property, capital stock or indebtedness theretofore owned by the Company or any Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved or substantially unimproved real property on which the property so constructed or the improvement is located; (a2) mortgages on of or upon any property, capital stock or indebtedness existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; (3) mortgages of or upon any property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary or existing at the time of a sale or transfer of all or substantially all of the properties of a Person to the Company or any Restricted Subsidiary; (4) mortgages of or upon any property of, or capital stock or indebtedness of, a Person existing at the time such Person becomes a Restricted Subsidiary; (b5) mortgages on property to secure indebtedness of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a another Restricted Subsidiary; (e6) the mortgage of any property of the Company or any Restricted Subsidiary mortgages in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) statute or to secure any indebtedness incurred or guaranteed for the mortgage purpose of financing or refinancing all or any property part of the Company purchase price of the property, capital stock or any Restricted Subsidiary createdindebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages (including, without limitation, mortgages incurred or assumed in connection with any pollution control, industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agencyfinancings); orand (g7) any extension, renewal or refunding replacement (or successive extensions, renewals or refundings), replacements) in whole or in part, part of any mortgage existing at the date of this Indenture or any mortgage referred to in the foregoing clauses (a1) through (f6), or inclusive, provided, however, that the principal amount of any indebtedness secured thereby; provided thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or refunding mortgage replacement shall be limited to all or any a part of the same property that secured (plus improvements and construction on such property), capital stock or indebtedness which was subject to the mortgage so extended, renewed or refunded replaced. (plus improvements on such property). c) Notwithstanding the foregoing provisions of this Section 6.024.01(a), the Company and or any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured DebtSubsidiary may, without equally and ratably securing the ObligationsNotes, issue, assume or guarantee indebtedness secured by a mortgage not excepted by clauses (1) through (7) of Section 4.01(b), if after giving effect thereto, the sum of (i) the aggregate amount of such indebtedness, together with all Secured Debt of other indebtedness of, or indebtedness guaranteed by, the Company and its Restricted Subsidiaries existing at such time and secured by mortgages not so excepted and the Attributable Debt in respect of Sale and Leaseback Transactions existing at such time (except Secured Debt pursuant other than Sale and Leaseback Transactions in which the property involved would have been permitted to clauses be mortgaged under clause (a1) through or (g6) of Section 4.01(b) and other than Sale and Leaseback Transactions in which the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and proceeds have been applied in accordance with clause (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof4.02), does not at the time exceed 10the greater of (i) 15% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, Assets and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured$200.0 million.

Restrictions on Secured Debt. The Company will not, and will not permit any Restricted Subsidiary to, issue, assume, guarantee or incur any Secured Debt, without effectively providing that the Obligations 2013 Notes (together with, if the Company shall so determine, any other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with the Obligations2013 Notes, including guarantees of indebtedness of others) shall be secured equally and ratably with (or prior to) such Secured Debt, so long as such Secured Debt shall be so secured, except that this Section 6.02 shall not apply to Secured Debt secured by: (ai) mortgages on property of any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (bii) mortgages on property of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided provided, however, that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (ciii) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided provided, however, that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (div) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (ev) the mortgage of any property of the Company or any Restricted Subsidiary in favor of the United States, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (fvi) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (gvii) any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or in part, of any mortgage referred to in the foregoing clauses (ai) through (fvi), or of any indebtedness secured thereby; provided provided, however, that such extension, renewal or refunding mortgage shall be limited to all or any part of the same property that secured the mortgage extended, renewed or refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.0210.06, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the ObligationsNotes, if after giving effect thereto, the sum of (ix) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to described in clauses (ai) through (gvii) of the first paragraph of this Section 6.027(b)), (iiy) the aggregate Value of sale and lease back transactions to which Section 6.03 7(c) applies and (iiiz) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d7(a)(iv) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations 2013 Notes equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.027(b), (iy) the Company will promptly deliver to the Administrative Fiscal Agent a certificate of a Financial Officer of the Company an Officers’ Certificate stating that such covenant has been complied with, and an opinion Opinion of counsel to the Company Counsel stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (iiz) the Administrative Fiscal Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders holders of such Obligations 2013 Notes which are so secured.

Restrictions on Secured Debt. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, create, incur, issue, assumeassume or guarantee any indebtedness for borrowed money (hereinafter called “indebtedness”) secured by a mortgage, guarantee security interest, pledge or incur lien (hereinafter called “mortgage”) on or upon any Secured DebtPrincipal Property or on any capital stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, capital stock or indebtedness is now owned or hereafter acquired) that owns any Principal Property, whether owned as of the date hereof or acquired after the date hereof, without effectively providing in any such case ensuring that the Obligations Notes (together with, if the Company shall so determine, any other indebtedness of created, incurred, issued, assumed or guaranteed by the Company or such any Restricted Subsidiary and then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of otherscreated) shall be secured by such mortgage equally and ratably with (or or, at the option of the Company, prior to) such Secured Debtindebtedness, so long as such Secured Debt indebtedness shall be so secured. (b) The provisions of Section 4.01(a) shall not, except however, apply to any indebtedness secured by any one or more of the following: (i) mortgages existing on the Issue Date; (ii) mortgages of or upon any property acquired, constructed or improved by, or of or upon any capital stock or indebtedness acquired by, the Company or any Restricted Subsidiary after the date hereof to (i) secure the payment of all or any part of the purchase price of such property, capital stock or indebtedness upon the acquisition thereof or (ii) secure indebtedness incurred, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, capital stock or indebtedness or of the cost of any construction or improvements on such properties, in each case, to the extent that this Section 6.02 the indebtedness is incurred, assumed or guaranteed prior to or within 365 days after the later of the applicable acquisition, construction or improvement of such property, as the case may be, provided, that in the case of any such acquisition, construction or improvement the mortgage shall not apply to Secured Debt secured by:any property, capital stock or indebtedness theretofore owned by the Company or any Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved or substantially unimproved real property on which the property so constructed or the improvement is located; (aiii) except to the extent created in anticipation of the acquisition of any Person, mortgages of or upon any property, capital stock or indebtedness existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; (iv) except to the extent created in anticipation of the merger or consolidation with any Person, mortgages of or upon any property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary or existing at the time of a sale or transfer of all or substantially all of the properties of a Person to the Company or any Restricted Subsidiary; (v) mortgages on of or upon any property of any of, or capital stock or indebtedness of, a Person existing at the time such Person becomes a Restricted Subsidiary; (bvi) mortgages on property to secure indebtedness of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a another Restricted Subsidiary or Subsidiary; (evii) the mortgage of any property of the Company or any Restricted Subsidiary mortgages in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of the property, capital stock or indebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages; (viii) mortgages for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Company’s books in conformity with generally accepted accounting principles; (ix) mortgages imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like mortgages arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; (x) mortgages to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (xi) mortgages in favor of only the Company or any one or more of the Restricted Subsidiary pursuant to the provisions of any contract or statuteSubsidiaries; (fxii) the mortgage of any property mortgages in favor of the Company Trustee securing indebtedness owed under the Indenture to the Trustee and granted in accordance with the Indenture; (xiii) mortgages to secure (1) interest rate swap agreements (whether from fixed to floating or any Restricted Subsidiary createdfrom floating to fixed), incurred interest rate cap agreements and interest rate collar agreements; (2) other agreements or assumed arrangements designed to manage interest rates or interest rate risk; (3) other agreements or arrangements designed to protect against fluctuations in connection with any industrial revenue bondcurrency exchange rates or commodity prices; and (4) other agreements or arrangements designed to protect against fluctuations in equity prices. (xiv) judgment liens, pollution control bond so long as the finality of such judgment is being contested in good faith and execution xxxxxxx is stayed; (xv) easements or similar financing arrangement between encumbrances, the Company existence of which does not impair the use of the property subject thereto for the purposes for which it is held or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; orwas acquired; (gxvi) leases and landlords’ mortgages on fixtures and movable property located on premises leased in the ordinary course of business, so long as the rent secured thereby is not in default; (xvii) any extension, renewal or refunding replacement (or successive extensions, renewals or refundings), replacements) in whole or in part, part of any mortgage referred to in the foregoing clauses (a1) through (f16), or inclusive, provided, however, that the principal amount of any indebtedness secured thereby; provided thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or refunding mortgage replacement shall be limited to all or any a part of the same property that secured (plus improvements and construction on such property), capital stock or indebtedness which was subject to the mortgage so extended, renewed or refunded replaced; and (plus improvements on such property). xviii) other liens permitted under the Credit Agreement. (c) Notwithstanding the foregoing provisions of this Section 6.024.01(a), the Company and or any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured DebtSubsidiary may, without equally and ratably securing the ObligationsNotes, issue, assume or guarantee indebtedness secured by a mortgage not excepted by clauses (i) through (xvii) of Section 4.01(b), if after giving effect thereto, the sum total amount of the following does not at the time exceed the greater of (i) the aggregate amount 15% of Consolidated Net Tangible Assets and (ii) $300.0 million: (i) such indebtedness; plus (ii) all Secured Debt of other indebtedness that the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale have incurred or have guaranteed existing at such time and lease back transactions to which Section 6.03 applies and secured by mortgages not so excepted; plus (iii) the aggregate amount Attributable Debt existing in respect of all unsecured outstanding Funded Sale and Leaseback Transactions existing at such time; provided, however, that Attributable Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver respect to the Administrative Agent a certificate following types of a Financial Officer Sale and Leaseback Transactions will not be included for the purposes of calculating Attributable Debt in the preceding sentence: (A) Sale and Leaseback Transactions in respect of which an amount (equaling at least the greater of the Company stating that such covenant has been complied withnet proceeds of the sale of property or the fair market value of the property) is used within 365 days after the effective date of the arrangement to make non-mandatory prepayments on unsubordinated long-term indebtedness, retire unsubordinated long-term indebtedness or acquire, construct or improve a manufacturing plant or facility which is, or upon completion will be, a Principal Property; and (B) Sale and an opinion of counsel to Leaseback Transactions in which the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security property involved would have been taken, and permitted to be mortgaged under clause (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights or (vii) of the Lenders of such Obligations so securedSection 4.01(b).

Restrictions on Secured Debt. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, create, incur, issue, assumeassume or guarantee any indebtedness for borrowed money (hereinafter called “indebtedness”) secured by a mortgage, guarantee security interest, pledge or incur lien (hereinafter called “mortgage”) on or upon any Secured DebtPrincipal Property or on any capital stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, capital stock or indebtedness is now owned or hereafter acquired) without effectively providing in any such case ensuring that the Obligations Securities (together with, if the Company shall so determine, any other indebtedness of created, incurred, issued, assumed or guaranteed by the Company or such any Restricted Subsidiary and then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of otherscreated) shall be secured by such mortgage equally and ratably with (or or, at the option of the Company, prior to) such Secured Debtindebtedness, so long as such Secured Debt indebtedness shall be so secured. (b) The provisions of Section 4.01(a) shall not, except however, apply to any indebtedness secured by any one or more of the following: (1) mortgages existing on the Issue Date; (2) mortgages of or upon any property acquired, constructed or improved by, or of or upon any capital stock or indebtedness acquired by, the Company or any Restricted Subsidiary after the date hereof to (i) secure the payment of all or any part of the purchase price of such property, capital stock or indebtedness upon the acquisition thereof or (ii) secure indebtedness incurred, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, capital stock or indebtedness or of the cost of any construction or improvements on such properties, in each case, to the extent that this Section 6.02 the indebtedness is incurred, assumed or guaranteed prior to or within 365 days after the later of the applicable acquisition, construction or improvement of such property, as the case may be, provided, that in the case of any such acquisition, construction or improvement the mortgage shall not apply to Secured Debt secured by:any property, capital stock or indebtedness theretofore owned by the Company or any Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved or substantially unimproved real property on which the property so constructed or the improvement is located; (a3) except to the extent created in anticipation of the acquisition of any Person, mortgages of or upon any property, capital stock or indebtedness existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; (4) except to the extent created in anticipation of the merger or consolidation with any Person, mortgages of or upon any property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary or existing at the time of a sale or transfer of all or substantially all of the properties of a Person to the Company or any Restricted Subsidiary; (5) mortgages on of or upon any property of any of, or capital stock or indebtedness of, a Person existing at the time such Person becomes a Restricted Subsidiary; (b6) mortgages on property to secure indebtedness of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a another Restricted Subsidiary or Subsidiary; (e7) the mortgage of any property of the Company or any Restricted Subsidiary mortgages in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of the property, capital stock or indebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages; (8) mortgages for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Company’s books in conformity with generally accepted accounting principles; (9) mortgages imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like mortgages arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; (10) mortgages to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (11) mortgages in favor of only the Company or any one or more of the Restricted Subsidiary pursuant to the provisions of any contract or statuteSubsidiaries; (f12) the mortgage of any property mortgages in favor of the Company Trustee securing indebtedness owed under the Indenture to the Trustee and granted in accordance with the Indenture; (13) mortgages to secure (1) interest rate swap agreements (whether from fixed to floating or any Restricted Subsidiary createdfrom floating to fixed), incurred interest rate cap agreements and interest rate collar agreements; (2) other agreements or assumed arrangements designed to manage interest rates or interest rate risk; (3) other agreements or arrangements designed to protect against fluctuations in connection with any industrial revenue bondcurrency exchange rates or commodity prices; and (4) other agreements or arrangements designed to protect against fluctuations in equity prices. (14) judgment liens, pollution control bond so long as the finality of such judgment is being contested in good faith and execution thereon is stayed; (15) easements or similar financing arrangement between encumbrances, the Company existence of which does not impair the use of the property subject thereto for the purposes for which it is held or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; orwas acquired; (g16) leases and landlords’ mortgages on fixtures and movable property located on premises leased in the ordinary course of business, so long as the rent secured thereby is not in default; and (17) any extension, renewal or refunding replacement (or successive extensions, renewals or refundings), replacements) in whole or in part, part of any mortgage referred to in the foregoing clauses (a1) through (f16), or inclusive, provided, however, that the principal amount of any indebtedness secured thereby; provided thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or refunding mortgage replacement shall be limited to all or any a part of the same property that secured (plus improvements and construction on such property), capital stock or indebtedness which was subject to the mortgage so extended, renewed or refunded replaced. (plus improvements on such property). c) Notwithstanding the foregoing provisions of this Section 6.024.01(a), the Company and or any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured DebtSubsidiary may, without equally and ratably securing the ObligationsNotes, issue, assume or guarantee indebtedness secured by a mortgage not excepted by clauses (1) through (17) of Section 4.01(b), if after giving effect thereto, the sum total amount of the following does not at the time exceed the greater of (i) the aggregate amount 15% of Consolidated Net Tangible Assets and (ii) $385.3 million: (i) such indebtedness; plus (ii) all Secured Debt of other indebtedness that the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale have incurred or have guaranteed existing at such time and lease back transactions to which Section 6.03 applies and secured by mortgages not so excepted; plus (iii) the aggregate amount Attributable Debt existing in respect of all unsecured outstanding Funded Sale and Leaseback Transactions existing at such time; provided, however, that Attributable Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver respect to the Administrative Agent a certificate following types of a Financial Officer Sale and Leaseback Transactions will not be included for the purposes of calculating Attributable Debt in the preceding sentence: (A) Sale and Leaseback Transactions in respect of which an amount (equaling at least the greater of the Company stating that such covenant has been complied withnet proceeds of the sale of property or the fair market value of the property) is used within 365 days after the effective date of the arrangement to make non-mandatory prepayments on unsubordinated long-term indebtedness, retire unsubordinated long-term indebtedness or acquire, construct or improve a manufacturing plant or facility which is, or upon completion will be, a Principal Property; and (B) Sale and an opinion of counsel to Leaseback Transactions in which the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security property involved would have been taken, and permitted to be mortgaged under clause (ii2) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights or (7) of the Lenders of such Obligations so securedSection 4.01(b).

Restrictions on Secured Debt. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, issue, assumeassume or guarantee any debt for money borrowed (hereinafter in this Article Ten referred to as "Debt"), guarantee secured by a mortgage, security interest, pledge, lien or incur other encumbrance (mortgages, security interests, pledges, liens and other encumbrances being hereinafter called "lien" or "liens") upon any Secured DebtPrincipal Property or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance, assumption or guaranty of any such Debt that the Obligations Securities (together with, if the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiary ranking equally with the Securities and then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of otherscreated) shall be secured equally and ratably with (or prior to) such Secured Debt; provided, so long as such Secured Debt shall be so securedhowever, except that this Section 6.02 the foregoing restrictions shall not apply to Secured Debt secured by: (ai) mortgages liens on property property, shares of stock or indebtedness of any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (bii) mortgages liens on property existing at the time of any Person which is merged with, or all or a substantial part acquisition of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any a Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously withSubsidiary, or within 90 days after, such acquisition, completion of construction or completion of improvement liens to secure or provide for the payment of all or any part of the purchase price of such property or upon the cost acquisition of such construction property by the Company or improvementa Restricted Subsidiary prior to, or mortgages upon or with respect to any property existing at the time of, or within one year after the later of acquisition thereofthe acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided provided, however, that in the case of any such mortgage acquisition, construction or improvement the lien shall not apply to any property theretofore owned by the Company or a Restricted Subsidiary, other than, in the case of any Restricted Subsidiary other than such construction or improvement, any theretofore unimproved real property improvement, on which the property so constructed, or the improvement, improvement is located; (diii) mortgages which secure indebtedness liens securing Debt of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary; (iv) liens on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary; (ev) any lien, paramount to all other liens, upon moneys advanced or paid pursuant to any contracts for production, research or development with or for the mortgage government, directly or indirectly, providing for advance, partial or progress payments on such contracts, or upon any material or supplies in connection with the performance of any property such contracts to secure such payments to the government; and liens or other evidences of the Company or any Restricted Subsidiary interest in favor of the United Statesgovernment, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (g) any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or in part, of any mortgage referred to in the foregoing clauses (a) through (f), or of any indebtedness secured thereby; provided that such extension, renewal or refunding mortgage shall be limited paramount to all other liens, on any equipment, tools, machinery, land or any part of the same property that secured the mortgage extended, renewed or refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.buildings hereafter

Restrictions on Secured Debt. The Company covenants and agrees for the benefit of each series of Securities, other than any series established by or pursuant to a Board Resolution or in one or more supplemental indentures hereto which specifically provides otherwise, that it will notnot itself, and will not permit any Restricted Subsidiary to, incur, issue, assume, or guarantee any loans, whether or incur not evidenced by negotiable instruments or securities, or any Secured notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (loans, and notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter called "Debt"), secured after the date hereof by a pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary or any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called "Mortgage" or "Mortgages"), without effectively providing that the Obligations (together withSecurities, if other than Securities of a series not entitled to the Company shall so determinebenefits of this covenant, any other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of others) shall be secured equally and ratably with (or or, at the option of the Company, prior to) such Secured secured Debt, so long as such Secured secured Debt shall be so secured, except unless, after giving effect thereto, the aggregate principal amount of all such secured Debt (plus the amount of all Attributable Debt not otherwise permitted by the second paragraph of Section 1007) would not exceed 10% of Consolidated Net Assets; provided, however, that this Section 6.02 1006 shall not apply to Secured to, and there shall be excluded from secured Debt in any computation under this Section 1006, Debt secured by: (a1) mortgages Mortgages on property of, or on any shares of Capital Stock of or Debt of, any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (b2) mortgages on property Mortgages in favor of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c3) mortgages upon Mortgages in favor of any governmental body to secure progress, advance or with respect other payments pursuant to any property acquiredcontract or provision of any statute, constructed rule, regulation, decree, order or improved by other applicable law; (4) Mortgages on property, shares of Capital Stock or Debt existing at the Company time of acquisition thereof (including acquisition through merger or any Restricted Subsidiary after the date hereof which are created, incurred consolidation) or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of all or any part of the purchase price of such property thereof or the cost of such construction construction, substantial repair or improvementalteration thereon or development or substantial improvement thereto or to secure any Debt incurred prior to, at the time of, or mortgages upon within 180 days after (A) the acquisition of such property, shares of Capital Stock or Debt or (B) in the case of real property the later of (x) the completion of construction, substantial repair or alteration thereon or development or substantial improvement thereto or (y) commencement of commercial operations on such property for the purpose of financing all or any part of the purchase price thereof or the cost of construction, substantial repair or alteration thereon or development or substantial improvement thereto; (5) Mechanics', materialmen's, carriers' or other like liens arising in the ordinary course of business (including construction of facilities) in respect of obligations which are not due or which are being contested in good faith; (6) Any Mortgage arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulations, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege, franchise or license; (7) Mortgages for taxes, assessments or governmental charges or levies not yet delinquent, or Mortgages for taxes, assessments or governmental charges or levies already delinquent but the validity of which is being contested in good faith; (8) Mortgages (included judgment liens) arising in connection with respect to any property legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed; (9) Mortgages existing at the time date of acquisition thereofthis Indenture; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located;and (d10) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (e) the mortgage of any property of the Company or any Restricted Subsidiary in favor of the United States, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (g) any Any extension, renewal or refunding replacement (or successive extensions, renewals or refundingsreplacements), in as a whole or in part, of any mortgage Mortgage referred to in the foregoing clauses (a1) through to (f9), or of any indebtedness secured therebyinclusive; provided provided, however, that such extension, renewal or refunding mortgage replacement Mortgage shall be limited to all or any part of the same property property, shares of Capital Stock or Debt that secured the mortgage Mortgage extended, renewed or refunded replaced (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.

Restrictions on Secured Debt. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, create, incur, issue, assumeassume or guarantee any indebtedness for borrowed money (hereinafter called “indebtedness”) secured by a mortgage, guarantee security interest, pledge or incur lien (hereinafter called “mortgage”) of or upon any Secured DebtPrincipal Property or on any capital stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, capital stock or indebtedness is now owned or hereafter acquired) without effectively providing in any such case ensuring that the Obligations Notes (together with, if the Company shall so determine, any other indebtedness of created, incurred, issued, assumed or guaranteed by the Company or such any Restricted Subsidiary and then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of otherscreated) shall be secured by such mortgage equally and ratably with (or or, at the option of the Company, prior to) such Secured Debtindebtedness, so long as such Secured Debt indebtedness shall be so secured. (b) The provisions of Section 5.1(a) shall not, except however, apply to any indebtedness secured by any one or more of the following: (i) mortgages of or upon any property acquired, constructed or improved by, or of or upon any capital stock or indebtedness acquired by, the Company or any Restricted Subsidiary after the date hereof to (A) secure the payment of all or any part of the purchase price of such property, capital stock or indebtedness upon the acquisition thereof or (B) secure indebtedness incurred, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, capital stock or indebtedness or of the cost of any construction or improvements on such properties, in each case, to the extent that this Section 6.02 the indebtedness is incurred, assumed or guaranteed prior to or within 365 days after the later of the applicable acquisition, construction or improvement of such property, as the case may be, provided, that in the case of any such acquisition, construction or improvement the mortgage shall not apply to Secured Debt secured by:any property, capital stock or indebtedness theretofore owned by the Company or any Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved or substantially unimproved real property on which the property so constructed or the improvement is located; (aii) mortgages on of or upon any property, capital stock or indebtedness existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; (iii) mortgages of or upon any property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary or existing at the time of a sale or transfer of the properties of a Person as an entirety or substantially as an entirety to the Company or any Restricted Subsidiary; (iv) mortgages of or upon any property of, or capital stock or indebtedness of, a Person existing at the time such Person becomes a Restricted Subsidiary; (bv) mortgages on property to secure indebtedness of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a another Restricted Subsidiary; (evi) the mortgage of any property of the Company or any Restricted Subsidiary mortgages in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) statute or to secure any indebtedness incurred or guaranteed for the mortgage purpose of financing or refinancing all or any property part of the Company purchase price of the property, capital stock or any Restricted Subsidiary createdindebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages (including, without limitation, mortgages incurred or assumed in connection with any pollution control, industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agencyfinancings); orand (gvii) any extension, renewal or refunding replacement (or successive extensions, renewals or refundings), replacements) in whole or in part, part of any mortgage existing at the date of this Indenture or any mortgage referred to in the foregoing clauses (ai) through (fvi), or inclusive, provided, however, that the principal amount of any indebtedness secured thereby; provided thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or refunding mortgage replacement shall be limited to all or any a part of the same property that secured (plus improvements and construction on such property), capital stock or indebtedness which was subject to the mortgage so extended, renewed or refunded replaced. (plus improvements on such property). c) Notwithstanding the foregoing provisions of this Section 6.025.1(a), the Company and or any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured DebtSubsidiary may, without equally and ratably securing the ObligationsSecurities, if after giving effect theretoissue, the sum of assume or guarantee indebtedness secured by a mortgage not excepted by clauses (i) through (vii) of Section 5.1(b), if the aggregate amount of such indebtedness, together with all Secured Debt of other indebtedness of, or indebtedness guaranteed by, the Company and its Restricted Subsidiaries existing at such time and secured by mortgages not so excepted and the Attributable Debt in respect of Sale and Lease-Back Transactions existing at such time (except Secured Debt pursuant other than Sale and Lease-Back Transactions in which the property involved would have been permitted to clauses be mortgaged under clause (ai) through or (gvi) of Section 5.1(b) and other than Sale and Lease-Back Transactions in which the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and proceeds have been applied in accordance with clause (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof5.2), does not at the time exceed 10the greater of (i) 15% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, Assets and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured$200,000,000.

Restrictions on Secured Debt. A. The Company will not, and nor will not it permit any Restricted Subsidiary to, create, incur, issue, assumeassume or guarantee any indebtedness for borrowed money (hereinafter called "indebtedness") secured by a mortgage, guarantee security interest, pledge or incur lien (hereinafter called "mortgage") of or upon any Secured DebtPrincipal Property or on any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness is now owned or hereafter acquired) without effectively providing in any such case making or causing to be made effective provision (and the Company covenants that in any such case it shall make or cause to be made effective provision) whereby the Obligations Securities of each series (together with, if the Company shall so determine, any other indebtedness of created, incurred, issued, assumed or guaranteed by the Company or such any Restricted Subsidiary and then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of otherscreated) shall be secured equally and ratably with (or or, at the option of the Company, prior to) such Secured Debtindebtedness, so long as such Secured Debt indebtedness shall be so secured, except that . B. The provisions of paragraph (A) of this Section 6.02 shall not not, however, apply to Secured Debt any indebtedness secured byby any one or more of the following: (a1) mortgages on property of any Person existing at the time such Person becomes a Restricted Subsidiary; (b) mortgages on property of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by by, or of or upon any shares of capital stock or indebtedness acquired by, the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement this Indenture (a) to secure or provide for the payment of all or any part of the purchase price of such property, shares of capital stock or indebtedness upon the acquisition thereof by the Company or any Restricted Subsidiary, or (b) to secure any indebtedness issued, assumed or guaranteed by the Company or any Restricted Subsidiary prior to, at the time of, or within 270 days after (i) in the case of property, the later of the acquisition, completion of construction (including any improvements on existing property) or commencement of commercial operation of such property or (ii) in the case of shares of capital stock or indebtedness, the acquisition of such shares of capital stock or indebtedness, which indebtedness is issued, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, shares of capital stock or indebtedness and, in the case of property, the cost of construction thereof or improvements thereon, provided that in the case of any such acquisition, construction or improvement, or mortgages upon or with respect to any property existing at improvement the time of acquisition thereof; provided that any such mortgage shall not apply to any property property, shares of capital stock or indebtedness theretofore owned by the Company or any Restricted Subsidiary Subsidiary, other than than, in the case of any such construction or improvement, any theretofore unimproved or substantially unimproved real property on which the property so constructed, constructed or the improvement, improvement is located. (2) mortgages of or upon any property, shares of capital stock or indebtedness existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; (d3) mortgages which secure indebtedness owing of or upon any property of a corporation existing at the time such corporation is merged with or into or consolidated with the Company or any Restricted Subsidiary or existing at the time of a sale or transfer of the properties of a corporation as an entirety or substantially as an entirety to the Company or to any Restricted Subsidiary; (4) mortgages of or upon any property of, or shares of capital stock or indebtedness of, a corporation existing at the time such corporation becomes a Restricted Subsidiary; (e5) the mortgage of any property mortgages to secure indebtedness in favor of the Company or any Restricted Subsidiary Subsidiary; (6) mortgages in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statutestatute or to secure any indebtedness incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of the property, shares of capital stock or indebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages (including, without limitation, mortgages incurred in connection with pollution control, industrial revenue or similar financing); (f7) the mortgage mortgages to secure payment of any property of the Company taxes or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government assessments or other governmental body charges or agency; orlevies being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which such reserve or other appropriate provision, if any, as shall be required in accordance with generally accepted accounting principles shall have been made; (g8) mortgages to secure obligations under workers' compensation or similar legislation; (9) mortgages to secure performance of statutory obligations, surety bonds or appeal bonds, performance or return-of-money bonds or other obligations of a like nature incurred in the ordinary course of business; (10) attachment and judgment mortgages for which an insurance carrier shall have acknowledged in writing liability in respect of the full amount thereof or shall have been ordered by a court of competent jurisdiction to pay; and (11) any extension, renewal or refunding replacement (or successive extensions, renewals or refundings), replacements) in whole or in part, part of any mortgage existing at the date of this Indenture or any mortgage referred to in the foregoing clauses Clauses (a1) through (f10), or inclusive provided, however, that the principal amount of any indebtedness secured thereby; provided thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or refunding mortgage replacement shall be limited to all or any a part of the same property that secured (plus improvements and construction on such property), shares of capital stock or indebtedness which was subject to the mortgage so extended, renewed or refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so securedreplaced.

Restrictions on Secured Debt. The Company will not, and will not permit any Restricted Subsidiary to, issue, assume, guarantee or incur any Secured Debt, without effectively providing that the Obligations (together with, if the Company shall so determine, any other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created 77 ranking equally with the Obligations, including guarantees of indebtedness of others) shall be secured equally and ratably with (or prior to) such Secured Debt, so long as such Secured Debt shall be so secured, except that this Section 6.02 shall not apply to Secured Debt secured by: (a) mortgages on property of any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary; (b) mortgages on property of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof; provided that any such mortgage shall not apply to any property theretofore owned by the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (e) the mortgage of any property of the Company or any Restricted Subsidiary in favor of the United States, or any State thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) the mortgage of any property of the Company or any Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agency; or (g) any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or in part, of any mortgage referred to in the foregoing clauses (a) through (f), or of any indebtedness secured thereby; provided that such extension, renewal or refunding mortgage shall be limited to all or any part of the same property that secured the mortgage extended, renewed or refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, the Company and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) the aggregate amount of all Secured Debt of the Company and its Restricted Subsidiaries (except Secured Debt pursuant to clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or 6.01(d)(or any extension, renewal or refunding thereof), does not exceed 10% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.

Restrictions on Secured Debt. (a) The Company will notnot itself, and will not permit any Restricted Subsidiary to, incur, issue, assumeassume or guarantee any notes, guarantee bonds, debentures or incur other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt"), secured by a pledge of, or mortgage or other lien on, any Secured DebtPrincipal Property, now owned or hereafter owned by the Company or any Restricted Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary (pledges, mortgages and other liens being hereinafter in this Article called "Lien" or "Liens"), without effectively providing that the Obligations Securities (together with, if the Company shall so determine, any other indebtedness Debt of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with which is not subordinate to the Obligations, including guarantees of indebtedness of othersSecurities) shall be secured equally and ratably with (or prior to) such Secured secured Debt, so long as such Secured secured Debt shall be so secured; provided, except however, that this Section 6.02 shall not apply to Secured to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (ai) mortgages Liens on property of any Person existing at the time such Person becomes a Restricted Subsidiary; Principal Property acquired (b) mortgages on property of any Person which is merged withwhether by merger, consolidation, purchase, lease or all or a substantial part of whose properties are acquired by, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger or acquisition; (c) mortgages upon or with respect to any property acquiredotherwise), constructed or improved by the Company or any Restricted Subsidiary after the date hereof of this Indenture which are created, incurred created or assumed prior to, contemporaneously with, with or within 90 270 days after, after such acquisition, completion of construction or completion of improvement improvement, to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such acquisition, construction or improvementimprovement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of this Indenture; (ii) Liens of or upon any property, shares of capital stock or mortgages upon or with respect to any property Debt existing at the time of acquisition thereof; provided that any , whether by merger, consolidation, purchase, lease or otherwise (including Liens of or upon property, shares of capital stock or indebtedness of a corporation existing at the time such mortgage shall not apply to any property theretofore owned by corporation becomes a Restricted Subsidiary); (iii) Liens in favor of, or which secure debt owing to, the Company or any Restricted Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (d) mortgages which secure indebtedness owing to the Company or to a Restricted Subsidiary; (eiv) the mortgage of any property of the Company or any Restricted Subsidiary Liens in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof or political entity affiliated therewith, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments payments, or other obligations, pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including Liens incurred in connection with pollution control, industrial revenue or similar financings); (v) Liens imposed by law, such as mechanics', worker's, repairmen's, materialmen's, carriers', warehousemen's, vendors' or other similar liens arising in the ordinary course of business, or governmental (Federal, state or municipal) liens arising out of contracts for the sale of products or services by the Company or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; (vi) pledges or deposits under workmen's compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Restricted Subsidiary pursuant is a party, or deposits to the provisions of any contract secure public or statute; (f) the mortgage of any property statutory obligations of the Company or any Restricted Subsidiary createdSubsidiary, incurred or assumed deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any industrial revenue bondlaw, pollution control bond regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar financing arrangement between matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any Restricted Subsidiary and is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (vii) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the United States, any state thereof Company or any municipal government Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party; (viii) Liens for taxes or assessments or governmental body charges or agencylevies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; (ix) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords' liens and other similar liens and encumbrances none of which interfere materially with the use of the property covered thereby in the ordinary course of the business of the Company or such Restricted Subsidiary and which do not, in the opinion of the Company, materially detract from the value of such properties; (x) Liens existing on the Issue Date; or (gxi) any extension, renewal or refunding replacement (or successive extensions, renewals or refundingsreplacements), in as a whole or in part, of any mortgage Lien referred to in the foregoing clauses (ai) through to (fx), or of any indebtedness secured therebyinclusive; provided that (1) such extension, renewal or refunding mortgage replacement Lien shall be limited to all or any a part of the same property property, shares of stock or Debt that secured the mortgage Lien extended, renewed or refunded replaced (plus improvements on such property). ) and (2) the Debt secured by such Lien at such time is not increased. (b) Notwithstanding the foregoing provisions restrictions contained in subsection (a) of this Section 6.02Section, the Company and its Restricted Subsidiaries, or any one or more Restricted Subsidiaries of them, may incur, issue, assume, assume or guarantee or incur Secured Debt, Debt secured by Liens without equally and ratably securing the ObligationsSecurities of each series then Outstanding; provided that at the time of such incurrence, if issuance, assumption or guarantee, after giving effect theretothereto and to the retirement of any Debt which is concurrently being retired, the sum of (i) the aggregate amount of all Secured outstanding Debt of secured by Liens which could not have been incurred, issued, assumed or guaranteed by the Company or a Restricted Subsidiary without equally and its Restricted Subsidiaries (ratably securing the Securities of each series then Outstanding except Secured Debt pursuant to clauses (a) through (g) of for the first paragraph provisions of this Section 6.02subdivision (b), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) together with the aggregate amount of all unsecured outstanding Funded Attributable Debt incurred pursuant to subsection (b) of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof)10.03, does not at such time exceed 10the greater of (i) $100,000,000 or (ii) 25% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer Assets of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so securedCompany.

Restrictions on Secured Debt. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, create, incur, issue, assumeassume or guarantee any indebtedness for borrowed money (hereinafter called “indebtedness”) secured by a mortgage, guarantee security interest, pledge or incur lien (hereinafter called “mortgage”) of or upon any Secured DebtPrincipal Property or on any shares of capital stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of capital stock or indebtedness is now owned or hereafter acquired) without effectively providing in any such case making or causing to be made effective provision (and the Company covenants that in any such case it shall make or cause to be made effective provision) whereby the Obligations Securities (together with, if the Company shall so determine, any other indebtedness of created, incurred, issued, assumed or guaranteed by the Company or such any Restricted Subsidiary and then existing or thereafter created ranking equally with the Obligations, including guarantees of indebtedness of otherscreated) shall be secured equally and ratably with (or or, at the option of the Company, prior to) such Secured Debtindebtedness, so long as such Secured Debt indebtedness shall be so secured, except that this Section 6.02 shall not apply to Secured Debt secured by: (a) mortgages on property of any Person existing at the time such Person becomes a Restricted Subsidiary;. (b) mortgages on property The provisions of any Person which is merged withparagraph (a) of this Section shall not, or all or a substantial part of whose properties are acquired byhowever, the Company or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied apply to any property owned indebtedness secured by any one or more of the Company or any Restricted Subsidiary immediately prior to such merger or acquisition;following: (c1) mortgages of or upon or with respect to any property acquired, constructed or improved by by, or of or upon any shares of capital stock or indebtedness acquired by, the Company or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of construction or completion of improvement this Indenture (A) to secure or provide for the payment of all or any part of the purchase price of such property, shares of capital stock or indebtedness upon the acquisition thereof by the Company or any Restricted Subsidiary, or (B) to secure any indebtedness issued, assumed or guaranteed by the Company or any Restricted Subsidiary prior to, at the time of, or within 180 days after (i) in the case of property, the later of the acquisition, completion of construction (including any improvements on existing property) or commencement of commercial operation of such property or (ii) in the case of shares of capital stock or indebtedness, the acquisition of such shares of capital stock or indebtedness, which indebtedness is issued, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, shares of capital stock or indebtedness and, in the case of property, the cost of construction thereof or improvements thereon, provided that in the case of any such acquisition, construction or improvement, or mortgages upon or with respect to any property existing at improvement the time of acquisition thereof; provided that any such mortgage shall not apply to any property property, shares of capital stock or indebtedness theretofore owned by the Company or any Restricted Subsidiary Subsidiary, other than than, in the case of any such construction or improvement, any theretofore unimproved or substantially unimproved real property on which the property so constructed, constructed or the improvement, improvement is located; (d2) mortgages which secure of or upon any property, shares of capital stock or indebtedness owing existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; (3) mortgages of or upon any property of a corporation existing at the time such corporation is merged with or into or consolidated with the Company or any Restricted Subsidiary or existing at the time of a sale or transfer of the properties of a corporation as an entirety or substantially as an entirety to the Company or to any Restricted Subsidiary; (4) mortgages of or upon any property of, or shares of capital stock or indebtedness of, a corporation existing at the time such corporation becomes a Restricted Subsidiary; (e5) the mortgage mortgages to secure indebtedness of any property of Restricted Subsidiary to the Company or any to another Restricted Subsidiary Subsidiary; (6) mortgages in favor of the United States, States of America or any State thereof, or any department, agency or instrumentality or political subdivision of eitherthe United States of America or any State thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) statute or to secure any indebtedness incurred or guaranteed for the mortgage purpose of financing or refinancing all or any property part of the Company purchase price of the property, shares of capital stock or any Restricted Subsidiary createdindebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages (including, without limitation, mortgages incurred or assumed in connection with any pollution control, industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and the United States, any state thereof or any municipal government or other governmental body or agencyfinancings); orand (g7) any extension, renewal or refunding replacement (or successive extensions, renewals or refundings), replacements) in whole or in part, part of any mortgage existing at the date of this Indenture or any mortgage referred to in the foregoing clauses (a1) through (f6), or inclusive, provided, however, that the principal amount of any indebtedness secured thereby; provided thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or refunding mortgage replacement shall be limited to all or any a part of the same property that secured (plus improvements and construction on such property), shares of capital stock or indebtedness which was subject to the mortgage so extended, renewed or refunded replaced. (plus improvements on such property). c) Notwithstanding the foregoing provisions of paragraph (a) of this Section 6.024.06, the Company and or any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured DebtSubsidiary may, without equally and ratably securing the ObligationsSecurities, issue, incur, assume or guarantee indebtedness secured by a mortgage not excepted by clauses (1) through (7) of paragraph (b) of this Section 4.06, if after giving effect thereto, the sum of (i) the aggregate amount of such indebtedness, together with all Secured Debt of other indebtedness of, or indebtedness guaranteed by, the Company and its Restricted Subsidiaries existing at such time and secured by mortgages not so excepted and the Attributable Debt in respect of Sale and Lease-Back Transactions existing at such time (except Secured Debt pursuant to clauses other than Sale and Lease-Back Transactions permitted by clause (a) through (gi) of Section 4.08 and other than Sale and Lease-Back Transactions the first paragraph proceeds of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and have been applied in accordance with clause (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding thereof4.08), does not at the time exceed 1015% of Consolidated Net Tangible Assets. If the Company shall hereafter be required to secure the Obligations equally and ratably with (or prior to) any other indebtedness pursuant to this Section 6.02, (i) the Company will promptly deliver to the Administrative Agent a certificate of a Financial Officer of the Company stating that such covenant has been complied with, and an opinion of counsel to the Company stating that in the opinion of such counsel such covenant has been complied with, that any instruments executed by the Company or any Restricted Subsidiary in the performance of such covenant comply with the requirements of such covenant and that all steps necessary to perfect such security have been taken, and (ii) the Administrative Agent is hereby authorized to enter into such instruments and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Lenders of such Obligations so secured.