Common use of Restrictions on Secured Indebtedness Clause in Contracts

Restrictions on Secured Indebtedness. The following provision shall apply only upon and after the occurrence of an Investment Grade Rating Event. If the Company shall incur, issue, assume or guarantee any Indebtedness secured by a Lien on any Principal Property of the Company or on any share of stock or Indebtedness of any Restricted Subsidiary (other than a Securitization Special Purpose Entity), the Company shall secure the Notes equally and ratably with (or, at the Company's option, prior to) such secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness, together with all Attributable Indebtedness of the Company with respect to any sale and leaseback transactions involving Principal Properties (with the exception of such transactions which are excluded as described in clauses (i) through (v) in Section 9.15 below), would not exceed 10% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there shall be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into the Company or a Subsidiary, (ii) Liens in favor of the Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this Indenture, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain conditions and provided that the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds; (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25 million which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith; (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event; (viii) Liens to secure obligations arising from time to time under the Credit Agreement including Guaranties thereof; or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii) inclusive.

Restrictions on Secured Indebtedness. The following provision shall apply only upon and after the occurrence of an Investment Grade Rating Event. If the Company shall incur, issue, assume or guarantee any Indebtedness secured by a Lien on any Principal Property of the Company or on any share of stock or Indebtedness of any Restricted Subsidiary (other than a Securitization Special Purpose Entity), the Company shall secure the Notes equally and ratably with (or, at the Company's option, prior to) such secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness, together with all Attributable Indebtedness of the Company with respect to any sale and leaseback transactions involving Principal Properties (with the exception of such transactions which are excluded as described in clauses (i) through (v) in Section 9.15 9.19 below), would not exceed 10% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there shall be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into the Company or a Subsidiary, (ii) Liens in favor of the Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this Indenture, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain conditions and provided that the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds; (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25 million which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith; (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event; (viii) Liens to secure obligations arising from time to time under the Credit Agreement including Guaranties thereof; or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii) inclusive.

Restrictions on Secured Indebtedness. The following provision shall apply only upon and after the occurrence of an Investment Grade Rating Event. If the Company shall incur, issue, assume or guarantee any Indebtedness secured by a Lien on any Principal Property of the Company or on any share of stock or Indebtedness of any Restricted Subsidiary (other than a Securitization Special Purpose Entity), the Company shall secure the Notes equally and ratably with (or, at the Company's option, prior to) such secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness, together with all Attributable Indebtedness of the Company with respect to any sale and leaseback transactions involving Principal Properties (with the exception of such transactions which are excluded as described in clauses (i) through (v) in Section 9.15 9.18 below), would not exceed 10% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there shall be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into the Company or a Subsidiary, (ii) Liens in favor of the Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this Indenture, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain 77 conditions and provided that the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds; (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25 million which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith; (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event; (viii) Liens to secure obligations arising from time to time under the Credit Agreement including Guaranties thereof; or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii) inclusive.

Restrictions on Secured Indebtedness. The following provision shall apply only upon From and after the occurrence of an Investment Grade Rating Event. If the , if Company shall incur, issue, assume or guarantee any Indebtedness secured by a Lien on any Principal Property of the Company or on any share of stock or Indebtedness of any Restricted Subsidiary (other than a Securitization Special Purpose Entity), the Company shall secure the Notes Obligations equally and ratably with (or, at the Company's option, prior to) such secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness, together with all Attributable Indebtedness of the Company with respect to any sale Sale and leaseback transactions Leaseback Transactions involving Principal Properties (with the exception of such transactions which are excluded as described in clauses (i) through (v) in Section 9.15 belowunder subsec tion 6.10), would not exceed 10% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there shall will be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into the Company or a Subsidiary, (ii) Liens in favor of the Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this IndentureAgreement, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain conditions and provided that the principal amount of the obligation or indebtedness Indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds; , (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25 million 25,000,000 which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith; , (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event; , (viii) Liens to secure obligations arising from time to time under the Existing Credit Agreement including Guaranties thereof; , or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii) inclusive.

Restrictions on Secured Indebtedness. The following provision shall apply with respect to any series of Securities only upon and after the occurrence of an Investment Grade Rating EventEvent of that series. If the Company shall incur, issue, assume or guarantee any Indebtedness secured by a Lien on any Principal Property of the Company or on any share of stock or Indebtedness of any Restricted Subsidiary (other than a Securitization Special Purpose Entity), the Company shall secure the Notes Securities of each series equally and ratably with (or, at the Company's option, prior to) such secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness, together with all Attributable Indebtedness of the Company with respect to any sale and leaseback transactions involving Principal Properties (with the exception of such transactions which are excluded as described in clauses (i) through (v) in Section 9.15 below), would not exceed 10% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there shall be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into the Company or a Subsidiary, ; (ii) Liens in favor of the Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this Indenture, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain conditions and provided that the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds; (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25 million which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith; (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event; (viii) Liens to secure obligations arising from time to time under the Credit Agreement Agreement, including Guaranties thereof, and Interest Swap Obligations owed by the Company or a Subsidiary to any lender under the Credit Agreement or an affiliate of any such lender; or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii) inclusive.)

Restrictions on Secured Indebtedness. The following provision shall apply only upon From and after the occurrence of an Investment Grade Rating Event. If the , if Company shall incur, issue, assume or guarantee any Indebtedness secured by a Lien on any Principal Property of the Company or on any share of stock or Indebtedness of any Restricted Subsidiary (other than a Securitization Special Purpose Entity), the Company shall secure the Notes Obligations equally and ratably with (or, at the Company's option, prior to) such secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness, together with all Attributable Indebtedness of the Company with respect to any sale Sale and leaseback transactions Leaseback Transactions involving Principal Properties (with the exception of such transactions which are excluded as described in clauses (i) through (v) in Section 9.15 belowunder subsection 6.10), would not exceed 10% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there shall will be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into the Company or a Subsidiary, (ii) Liens in favor of the Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this IndentureAgreement, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain conditions and provided that the principal amount of the obligation or indebtedness Indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds; , (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25 million 25,000,000 which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith; , (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event; , (viii) Liens to secure obligations arising from time to time under the Existing Credit Agreement including Guaranties thereof; , or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii) inclusive.