Common use of Limitations on Liens Clause in Contracts

Limitations on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary to, create, assume, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Liens. (a) The Company will notshall not issue, incur, create, assume or guarantee, and will shall not permit any Restricted Subsidiary toto issue, incur, create, assumeassume or guarantee, incur any Secured Debt without in any such case effectively providing concurrently with issuance, incurrence, creation, assumption or guarantee of any Indebtedness secured by such Secured Debt, or the grant of a mortgageLien with respect to any such indebtedness, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of that the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company shall so determinesdetermine, any other Indebtedness indebtedness of or guaranty guarantee by the Company or such Restricted Subsidiary ranking equally with the Notes and then existing or thereafter created that is not subordinated created) shall be secured equally and ratably with (or, at the Company’s option, prior to) such Secured Debt. The foregoing restriction with respect to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); providedSecured Debt, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):to: (i1) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary, whether or not assumed, provided that such Liens were not incurred in connection with such acquisition; (2) Liens on property, shares of stock or indebtedness or other assets of any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary, provided that such Lien was Liens are not incurred in anticipation of such Person corporation becoming a Restricted SubsidiarySubsidiary (which may include property previously leased by the Company and leasehold interests thereon, provided that the lease terminates prior to or upon the acquisition); (ii3) Liens on property property, shares of stock or other assets existing at indebtedness (including capitalized lease obligations) to secure the time payment of acquisition by the Company all or any Restricted Subsidiarypart of the purchase price thereof, provided that such Lien was not incurred in anticipation of such acquisition; (iii) or Liens on property property, shares of stock or assets indebtedness to secure any Indebtedness indebtedness for borrowed money incurred prior to, at the time of, of or within 270 days 24 months after, the latest of the acquisition of such property or thereof, or, in the case of real property, the completion of construction, the completion of improvements improvements, or the beginning commencement of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of thereof, such real propertyconstruction, the construction thereof or the making of improvements theretosuch improvements; (iv4) Liens in to secure indebtedness owing to the Company’s favor Company or in favor of to a Restricted Subsidiary; (v5) Liens existing on the date of issuance of the NotesIssue Date; (vi6) Liens on property or other assets of a Person corporation existing at the time the Person such corporation is merged into or consolidated with the Company or any a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person corporation as an entirety or substantially as an entirety to either the Company or any a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the such merger or consolidation or sale, lease or other disposition; (vii7) Liens arising in favor of the United States or any State, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States or any State, territory or possession thereof (or the District of Columbia), (i) to secure partial, progress, advance or other payments pursuant to any contract or statute, (ii) to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price of the cost of constructing, repairing or improving the property subject to such Liens or (iii) to secure taxes, assessments or other governmental charges or levies which are not yet due and payable or are payable without penalty or of which amount, applicability or validity is being contested by the Company and/or any Restricted Subsidiary in good faith by appropriate proceedings and the Company and/or such Restricted Subsidiary shall have set aside in its books reserves which it deems to be adequate with respect thereto (segregated to the extent required by generally accepted accounting principles); (8) Liens created in connection with the financing acquisition of accounts receivable assets or a project financed with, and created to secure, a Nonrecourse Obligation; (9) Liens for materialmen’s, mechanics’, workmen’s, repairmen’s, landlord’s Liens for rent, or other similar Liens arising in the ordinary course of business in respect of obligations which are not yet overdue or which are being contested by the Company or any Restricted Subsidiary; provided that Subsidiary in good faith and by appropriate proceedings; (10) Liens consisting of zoning restrictions, licenses, easements and restrictions on the uncollected amount use of account receivables subject at real property and minor defects and irregularities in the title thereto, which do not materially impair the use of such property by the Company or any time to any Restricted Subsidiary in the operation of business or the value of such financing shall not exceed $150,000,000property for the purpose of such business; and (viii11) extensions, renewals renewals, refinancings or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness foregoing clauses (plus any premium or fee payable in connection with any such extension1), renewal or replacement(2), (3), (4), (5), (6), (7), (8), (9) secured by the Lien; and (10) provided, however, that any Permitted Liens permitted by any of the foregoing clauses (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10) shall not extend to or cover any property of the Company or that of any such Restricted Subsidiary, as the case may be, other than the property property, if any, specified in this Section 2.8 such clauses and improvements thereto, and provided further that any refinancing or replacement of any Liens permitted by the foregoing clauses (7) and (8) shall be of the type referred to this propertyin such clauses (7) or (8), as the case may be. (b) Notwithstanding the foregoingrestrictions outlined in the preceding paragraph, the Company and or any Restricted Subsidiary may will be permitted to issue, incur, create, assume, incur assume or guarantee Indebtedness secured by a Lien Secured Debt, which would otherwise be subject to such restrictions, without equally and ratably securing the Notes; provided, provided that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retiredthereto, the sum aggregate principal amount of all Secured Debt (not including Liens permitted under clauses (1) through (11) above) does not exceed the greater of $1,000 million or 15% of the Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date. (c) For purposes of determining compliance with this Section 4.02, (i) the aggregate amount a Lien need not be incurred solely by reference to any particular subclause of all outstanding Indebtedness secured by Liens clause (a) or in reliance upon clause (b) but are permitted to be incurred in part under any combination thereof and of any other than Permitted Liens, available exemption and (ii) in the Attributable Debt event that a Lien (or any portion thereof) meets the criteria of all one or more of the Company’s Sale/Leaseback Transactions foregoing clauses and/or is permitted to be incurred in reliance upon the immediately preceding paragraph, the Company may, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this Section 4.02. (d) Any Lien created for the benefit of the Holders of the Notes pursuant to clause (a) above may provide by Section 2.9(c) does not at its terms that such time exceed 5% Lien shall be automatically and unconditionally released and discharged upon the release and discharge of Consolidated Total Assetsthe Lien that gave rise to the obligation to secure the Notes.

Limitations on Liens. Permit the Company or any Material Subsidiary to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties (including, without limitation, shares of Capital Stock of any other Person), real or personal, whether now owned or hereafter acquired, as security for Indebtedness, except: (a) The Company will not, and will not permit Liens existing on any Restricted Subsidiary to, create, assume, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets asset of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that Material Subsidiary or is merged or consolidated with or into a Material Subsidiary which (i) were not created in contemplation of or in connection with such Lien was event and (ii) do not incurred in anticipation extend to or cover any other property or assets of such Person becoming a Restricted the Company or any Subsidiary; (iib) (x) Liens not otherwise permitted by this Section and in existence on property or the Closing Date and described on Schedule 10.1 and (y) other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the Closing Date that secure Indebtedness existing on the date hereof the aggregate outstanding principal amount of issuance of the Noteswhich does not exceed $50,000,000; (vic) Liens on property or other assets securing Indebtedness (a) of a Person existing at any Material Subsidiary owed to the time the Person is merged into or consolidated with the Company Company, any Subsidiary or any Restricted Excluded Subsidiary or at (b) incurred or assumed to finance the time acquisition, construction or improvement of a saleany asset, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiaryincluding, provided that such Lien was not incurred in anticipation of the merger or consolidation or salewithout limitation, lease or other dispositionpurchase money Liens and Liens evidencing equipment financings and equipment leases; (viid) Liens arising cash deposits and securities securing obligations in connection with the financing respect of accounts receivable Hedging Agreements; (e) any extension, renewal or replacement of any Lien permitted by the Company or any Restricted Subsidiaryclauses (a) through (d); provided that (i) the uncollected Liens permitted under this clause shall not (A) secure any Indebtedness other than the Indebtedness that was secured by the Lien being extended, renewed or replaced (or Indebtedness extending, renewing or replacing such Indebtedness as permitted hereunder) and (B) be extended to cover any property that was not encumbered by the Lien being extended, renewed or replaced; and (ii) the principal amount of account receivables subject at any time to any such financing Indebtedness secured by the Lien permitted by this clause shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of be increased over the principal amount of the such Indebtedness (plus any premium or fee payable in connection with any immediately prior to such extension, renewal or replacement; (f) secured by Liens securing judgments for the Lien; provided, however, that any Permitted payment of money not constituting an Event of Default under Section 11.1(m) or securing appeal or other surety bonds related to such judgments; (g) Liens shall not extend to or cover any property of the Company or that on assets of any Restricted Material Subsidiary that is not a Domestic Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property.; (bh) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur Liens or guarantee Indebtedness secured by rights of set-off in favor of a Lien without equally and ratably securing the Notes; provided, that at the time bank or financial institution in respect of a bank account maintained with such creation, assumption, incurrence bank or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of financial institution; (i) Liens granted in respect of any Permitted Securitization; and (j) Liens not otherwise permitted hereunder securing outstanding Indebtedness not at any time exceeding in the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets$500,000,000.

Limitations on Liens. (a) The Company will Partnership shall not, and will not nor shall it permit any Restricted Subsidiary of its Subsidiaries to, create, assume, incur or guarantee suffer to exist any Indebtedness secured by a mortgage, lien, security interest, pledge, lien, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of its or its any Restricted Subsidiaries’ properties or assets (a “Lien”)Subsidiary, whether owned on the date of issuance of the Notes hereof or thereafter acquired, unless to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are at least secured equally and ratably secured with such secured Indebtedness (together with, if the Company so determinesor prior to, any other such Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) secured. Notwithstanding the foregoing, the Company Partnership may, and may permit any Restricted Subsidiary may of its Subsidiaries to, create, assume, incur incur, or guarantee suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by a Lien without equally such lien and ratably securing the Notes; providedall similar liens under this clause (b), that at the time together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of such creationSection 5.2(a) hereof), assumption, incurrence does not exceed 10% of Consolidated Net Tangible Assets or guarantee, after giving effect thereto and to the retirement of (c) any Indebtedness that is concurrently being retired, the sum of lien upon (i) any Principal Property that was not owned by the aggregate amount Partnership or any of all outstanding Indebtedness secured by Liens other than Permitted Liens, and its Subsidiaries on the date hereof or (ii) the Attributable Debt capital stock of all any Restricted Subsidiary that owns no Principal Property that was owned by the Company’s Sale/Leaseback Transactions permitted Partnership or any of its Subsidiaries on the date hereof, in each case owned by Section 2.9(ca Subsidiary of the Partnership (an “Excluded Subsidiary”) does that (A) is not, and is not at required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such time exceed 5% of Consolidated Total AssetsExcluded Subsidiary or any other Excluded Subsidiary.

Limitations on Liens. (a) The Company Partnership will not, and nor will not it permit any Restricted Subsidiary to, create, assume, incur or guarantee suffer to exist any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien upon any Principal Property or upon any capital stock of its or its any Restricted Subsidiaries’ properties or assets (a “Lien”)Subsidiary, whether owned or leased on the date of issuance of the Notes this Indenture or thereafter acquired, unless to secure any Debt of the Notes are at least Partnership or any other Person (other than the Debt Securities issued hereunder), without in any such case making effective provision whereby all of the Debt Securities Outstanding hereunder shall be secured equally and ratably secured with such secured Indebtedness (together with, if the Company so determinesor prior to, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for Debt so long as such other Indebtedness is Debt shall be so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions secured. This restriction shall not apply to or prevent the following (the “Permitted Liens”):creation or existence of: (ia) Liens any Lien on any property or other assets of the Partnership or any Restricted Subsidiary in existence on the Issue Date or created pursuant to an “after-acquired property” clause or similar term in existence on the Issue Date in any mortgage, pledge agreement, security agreement or other similar instrument applicable to the Partnership or any Restricted Subsidiary and in existence on the Issue Date; (b) any Lien on any property or assets created at the time of acquisition of such property or assets by the Partnership or any Restricted Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or within one year of such acquisition; (c) any Lien on any property or assets existing thereon at the time of the acquisition thereof by the Partnership or any Restricted Subsidiary (whether or not the obligations secured thereby are assumed by the Partnership or any Restricted Subsidiary), provided that such Lien only encumbers the property or assets so acquired; (d) any Lien on any property or assets of a Person existing thereon at the time such Person becomes a Restricted SubsidiarySubsidiary by acquisition, merger or otherwise, provided that such Lien was is not incurred in anticipation of such Person becoming a Restricted Subsidiary; (iie) Liens any Lien on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness all or part of the cost of construction, development, repair or improvements thereon or to secure Debt incurred prior to, at the time of, or within 270 days after, the acquisition one year after completion of such property or in the case of real property, the completion of construction, the completion of development, repair or improvements or the beginning commencement of substantial commercial operation of full operations thereof (whichever is later), to provide funds for any such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements theretopurpose; (ivf) Liens in the Company’s favor or any Lien in favor of a the Partnership or any Restricted Subsidiary; (vg) Liens existing on any Lien created or assumed by the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company Partnership or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing issuance of accounts receivable Debt the interest on which is excludable from gross income of the holder of such Debt pursuant to the Internal Revenue Code of 1986, as amended, or any successor statute, for the purpose of financing, in whole or in part, the acquisition or construction of property or assets to be used by the Company Partnership or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and; (viiih) extensionsPermitted Liens; (i) any Lien on any additions, renewals improvements, replacements, repairs, fixtures, appurtenances or replacements component parts thereof, attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or assets permitted by Clauses (a) through (h), inclusive, of this Section; or (j) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals renewals, refinancings, refundings or replacements) of any Lien, in whole or in part of any Lien part, that is referred to in Clauses (a) through (i), inclusive, of this Section 2.8 without increase Section, or of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) Debt secured by the Lienthereby; provided, however, that any Permitted Liens the principal amount of Debt secured thereby shall not extend exceed the greater of (1) the principal amount of Debt so secured at the time of such extension, renewal, refinancing, refunding or replacement (plus the aggregate amount of premiums, other payments, costs and expenses required to be paid or cover any property incurred in connection with such extension, renewal, refinancing, refunding or replacement) and (2) the maximum committed principal amount of Debt so secured at such time; provided further, however, that such extension, renewal, refinancing, refunding or replacement shall be limited to all or a part of the Company property or that of any Restricted Subsidiaryassets (including improvements, as alterations and repairs on such property or assets) subject to the case may beLien so extended, other than the renewed, refinanced, refunded or replaced (plus improvements, alterations and repairs on such property specified in this Section 2.8 and improvements to this property. (b) or assets). Notwithstanding the foregoingforegoing provisions of this Section, the Company Partnership may, and may permit any Restricted Subsidiary may to, create, assume, incur or guarantee Indebtedness secured suffer to exist any Lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Debt of the Partnership or any other Person (other than the Debt Securities) that is not excepted by a Lien Clauses (a) through (j), inclusive, of this Section without equally and ratably securing the Notes; providedDebt Securities issued hereunder, provided that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate principal amount of all Debt then outstanding Indebtedness secured by such Lien and all other Liens other than Permitted Liensnot excepted by Clauses (a) through (j), and inclusive, of this Section, together with all net sale proceeds from Sale-Leaseback Transactions (ii) the Attributable Debt of all the Company’s excluding Sale/-Leaseback Transactions permitted by Clauses (a) through (d), inclusive, of Section 2.9(c) 4.10), does not exceed at such any one time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Liens. (a) The Company Partnership will not, and nor will not it permit any Restricted Subsidiary to, create, assume, incur or guarantee suffer to exist any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien upon any Principal Property or upon any capital stock of its or its any Restricted Subsidiaries’ properties or assets (a “Lien”)Subsidiary, whether owned or leased on the date of issuance of the Notes this Indenture or thereafter acquired, unless to secure any Debt of the Notes are at least Partnership or any other Person (other than the Debt Securities issued hereunder), without in any such case making effective provision whereby all of the Debt Securities Outstanding hereunder shall be secured equally and ratably secured with such secured Indebtedness (together with, if the Company so determinesor prior to, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for Debt so long as such other Indebtedness is Debt shall be so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions secured. This restriction shall not apply to or prevent the following (the “Permitted Liens”):creation or existence of: (ia) Liens any Lien on any property or other assets of the Partnership or any Restricted Subsidiary in existence on the Issue Date or created pursuant to an “after-acquired property” clause or similar term in existence on the Issue Date in any mortgage, pledge agreement, security agreement or other similar instrument applicable to the Partnership or any Restricted Subsidiary and in existence on the Issue Date; (b) any Lien on any property or assets created at the time of acquisition of such property or assets by the Partnership or any Restricted Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or within one year of such acquisition; (c) any Lien on any property or assets existing thereon at the time of the acquisition thereof by the Partnership or any Restricted Subsidiary (whether or not the obligations secured thereby are assumed by the Partnership or any Restricted Subsidiary), provided that such Lien only encumbers the property or assets so acquired; (d) any Lien on any property or assets of a Person existing thereon at the time such Person becomes a Restricted SubsidiarySubsidiary by acquisition, merger or otherwise, provided that such Lien was is not incurred in anticipation of such Person becoming a Restricted Subsidiary; (iie) Liens any Lien on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness all or part of the cost of construction, development, repair or improvements thereon or to secure Debt incurred prior to, at the time of, or within 270 days after, the acquisition one year after completion of such property or in the case of real property, the completion of construction, the completion of development, repair or improvements or the beginning commencement of substantial commercial operation of full operations thereof (whichever is later), to provide funds for any such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements theretopurpose; (ivf) Liens in the Company’s favor or any Lien in favor of a the Partnership or any Restricted Subsidiary; (vg) Liens existing on any Lien created or assumed by the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company Partnership or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing issuance of accounts receivable Debt the interest on which is excludable from gross income of the holder of such Debt pursuant to the Internal Revenue Code of 1986, as amended, or any successor statute, for the purpose of financing, in whole or in part, the acquisition or construction of property or assets to be used by the Company Partnership or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and; (viiih) extensionsPermitted Liens; (i) any Lien on any additions, renewals improvements, replacements, repairs, fixtures, appurtenances or replacements component parts thereof, attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or assets permitted by Clauses (a) through (h), inclusive, of this Section; or (j) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals renewals, refinancings, refundings or replacements) of any Lien, in whole or in part of any Lien part, that is referred to in Clauses (a) through (i), inclusive, of this Section 2.8 without increase Section, or of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) Debt secured by the Lienthereby; provided, however, that any Permitted Liens the principal amount of Debt secured thereby shall not extend exceed the greater of (1) the principal amount of Debt so secured at the time of such extension, renewal, refinancing, refunding or replacement (plus the aggregate amount of premiums, other payments, costs and expenses required to be paid or cover any property incurred in connection with such extension, renewal, refinancing, refunding or replacement) and (2) the maximum committed principal amount of Debt so secured at such time; provided further, however, that such extension, renewal, refinancing, refunding or replacement shall be limited to all or a part of the Company property or that of any Restricted Subsidiaryassets (including improvements, as alterations and repairs on such property or assets) subject to the case may beLien so extended, other than the renewed, refinanced, refunded or replaced (plus improvements, alterations and repairs on such property specified in this Section 2.8 and improvements to this property. (b) or assets). Notwithstanding the foregoingforegoing provisions of this Section, the Company Partnership may, and may permit any Restricted Subsidiary may to, create, assume, incur or guarantee Indebtedness secured suffer to exist any Lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Debt of the Partnership or any other Person (other than the Debt Securities) that is not excepted by a Lien Clauses (a) through (j), inclusive, of this Section without equally and ratably securing the Notes; providedDebt Securities issued hereunder, provided that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate principal amount of all Debt then outstanding Indebtedness secured by such Lien and all other Liens other than Permitted Liensnot excepted by Clauses (a) through (j), and inclusive, of this Section, together with all net sale proceeds from Sale-Leaseback Transactions (ii) the Attributable Debt of all the Company’s excluding Sale/-Leaseback Transactions permitted by Clauses (a) through (d), inclusive, of Section 2.9(c) 4.11), does not exceed at such any one time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Liens. (a) The Company will not, and will not permit any of its Subsidiaries and Restricted Subsidiary Joint Ventures, in each case, to, directly or indirectly, create, assume, incur or guarantee assume any Indebtedness Lien of any kind (other than Permitted Liens) on any asset now owned or hereafter acquired by the Company or such Subsidiary. For purposes of determining compliance with this Section 4.10, (i) in the case of Liens that constitute Permitted Liens securing Subordinated Indebtedness, the Notes and any applicable Guarantee are secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties Lien on such property or assets of the Company or such Subsidiary and the proceeds thereof that is senior in priority to such Liens; (a “Lien”)ii) in the case of Liens that constitute Permitted Liens securing the Permitted Working Capital Obligations, whether owned on the date of issuance priority of the Notes or thereafter acquiredand the Permitted Working Capital Obligations shall be as set forth in the Permitted Working Capital Intercreditor Agreement; and (iii) in all other cases that constitute Permitted Liens, unless the Notes and the applicable Guarantee are at least equally and ratably secured with or prior to such secured Indebtedness (together with, if Obligation with a Lien on the Company so determines, any other Indebtedness same assets of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, be except to the extent that the principle under the Australian PPSA that a purchase money security interest may have priority over other than security interests granted in respect of the property specified in this Section 2.8 and improvements same collateral applies to this propertysuch a Permitted Lien. (b) Notwithstanding the foregoingThe Company will not, the Company and will not permit any Restricted Subsidiary may of its Subsidiaries to, create, assume, incur or guarantee assume or otherwise cause or suffer to exist or become effective any Lien of any kind upon any of their property or assets, now owned or hereafter acquired which Lien secures Indebtedness and is secured by on a Lien without equally and ratably pari passu basis with the Note Obligations or higher in priority to the Liens securing the Notes; providedNotes other than Liens permitted pursuant to clause (j), that at (k), (w), (y) and (z) of the time definition of such creation, assumption, incurrence or guarantee, after giving effect thereto Permitted Liens (and subject to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at limitations set forth in such time exceed 5% of Consolidated Total Assetsclauses).

Limitations on Liens. (a) The Neither the Company will notnor any Significant Subsidiary shall issue, and will not permit any Restricted Subsidiary to, create, assume, incur assume or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien upon any of its or its Restricted Subsidiaries’ properties property or assets (a “Lien”other than any cash or cash equivalents) of the Company or such Significant Subsidiary (including for the avoidance of doubt, any common stock of DP&L), whether owned on as applicable, without effectively providing that the date of issuance of the outstanding Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary obligation then existing or thereafter created that is not subordinated to ranking equally with the Notes) for will be secured equally and ratably with (or prior to) such Indebtedness so long as such other Indebtedness is so secured secured. The foregoing limitation on Liens of this clause (and a) will not, however, apply to: (i) Liens in existence on the Issue Date; (ii) any Lien created or arising over any property which is acquired, constructed or created by the Company or any of its Significant Subsidiaries, but only if: (A) such Lien secures only principal amounts (not exceeding the cost of such acquisition, construction or creation) raised for the purposes of such acquisition, construction or creation, together with any costs, expenses, interest and fees Incurred in relation to that property or a guarantee given in respect of that property; (B) such Lien is created or arises on or before 180 days after the completion of such acquisition, construction or creation; and (C) such Lien is confined solely to the property so acquired, constructed or created; (iii) (A) rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes Company and/or a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Significant Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing issuance of accounts receivable by letters of credit for the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property benefit of the Company or that of any Restricted and/or a Significant Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.;

Limitations on Liens. (a) The Company will not, and nor will not it permit any Restricted Subsidiary of its Subsidiaries to, create, assume, incur or guarantee suffer to exist any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien upon any of its property or its Restricted Subsidiaries’ properties or assets (a “Lien”)assets, whether owned or leased on the date of issuance of the Notes this First Supplemental Lease Agreement or thereafter acquired, unless to secure any Debt of the Notes are at least Company or any other Person (other than the Company Obligations), without in any such case making effective provision whereby all of the Company Obligations shall be secured equally and ratably secured with such secured Indebtedness (together with, if or prior to, such Debt so long as such Debt shall be so secured. This restriction shall not apply to: (1) Permitted Liens; (2) any Lien upon any property or assets of the Company so determines, or any other Indebtedness of its Subsidiaries in existence on the date of this First Supplemental Lease Agreement or guaranty created pursuant to an “after acquired property” clause or similar term or otherwise provided for pursuant to agreements existing on the date of this First Supplemental Lease Agreement; (3) any Lien upon any property or assets created at the time of acquisition of such property or assets by the Company or any of its Subsidiaries or within one year after such Restricted Subsidiary then existing time to secure all or thereafter created that is not subordinated a portion of the purchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the Notestime of or within one year after the date of such acquisition; (4) for so long as such other Indebtedness is so secured (and any Lien created for upon any property or assets existing thereon at the benefit time of the holders acquisition thereof by the Company or any of its Subsidiaries (regardless of whether the Notes and obligations secured thereby are assumed by the Company or any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other IndebtednessSubsidiaries); provided, however, that such Lien only encumbers the above restrictions shall not apply to the following (the “Permitted Liens”):property or assets so acquired; (i5) Liens on any Lien upon any property or other assets of any a Person existing thereon at the time such Person becomes a Restricted SubsidiarySubsidiary of the Company by acquisition, provided merger or otherwise; provided, however, that such Lien was not incurred in anticipation only encumbers the property or assets of such Person becoming at the time such Person becomes a Restricted SubsidiarySubsidiary of the Company; (ii6) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on upon any property or assets to secure any Indebtedness all or part of the cost of construction, development, repair or improvements thereon or to secure Debt incurred prior to, at the time of, or within 270 days after, the acquisition one year after completion of such property or in the case of real property, the completion of construction, the completion of development, repair or improvements or the beginning commencement of substantial commercial operation of full operations thereof (whichever is later), to provide funds for any such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements theretopurpose; (iv7) Liens imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in the Company’s favor or in favor of good faith, and Liens which secure a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property judgment or other assets of a Person existing at the time the Person is merged into court-ordered award or consolidated with settlement as to which the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted applicable Subsidiary, as the case may be, has not exhausted its appellate rights; (8) any Lien upon any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other than similar instrument, creating a Lien upon such property or assets permitted by clauses (1) through (7) above; (9) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancing, refundings or replacements) of any Lien, in whole or in part, referred to in clauses (1) through (8), inclusive, of this Section 3(b) of Exhibit A; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal, refinancing, refunding or replacement (plus the aggregate amount of premiums, other payments, costs and expenses required to be paid or incurred in connection with such extension, renewal, refinancing, refunding or replacement); provided, further, however, that such extension, renewal, refinancing, refunding or replacement Lien shall be limited to all or a part of the property specified (including improvements, alterations and repairs on such property) subject to the encumbrance so extended, renewed, refinanced, refunded or replaced (plus improvements, alterations and repairs on such property); or (10) any Lien resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing Debt of the Company or any Subsidiary. Notwithstanding the foregoing provisions of this Section 2.8 and improvements to this property. (b3(b) Notwithstanding the foregoingof Exhibit A, the Company may, and may permit any Restricted Subsidiary may of its Subsidiaries to, create, assume, incur or guarantee Indebtedness secured suffer to exist any Lien upon any property or assets to secure Debt of the Company or any Person (other than the Bonds) that is not excepted by a Lien clauses (1) through (10), inclusive, of this Section 3(b) of Exhibit A without equally and ratably securing the Notes; providedBonds issued under the Indenture, provided that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate principal amount of all outstanding Indebtedness Debt then Outstanding secured by Liens other than Permitted such Lien and all similar Liens, and together with all Attributable Indebtedness from Sale-Leaseback Transactions (ii) the Attributable Debt of all the Company’s excluding Sale/-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 2.9(c3(c) of this Exhibit A), does not at such time exceed 510% of Consolidated Total Net Tangible Assets.

Limitations on Liens. The Issuers will not, nor will they permit any Subsidiary of the Partnership to, create, assume, incur or suffer to exist any Lien upon any Principal Property or upon any Capital Interests of any Restricted Subsidiary, whether owned or leased on the Issue Date or thereafter acquired, to secure any Debt of an Issuer or any other Person (other than Debt Securities), without in any such case making effective provision whereby all of the Notes shall be secured equally and ratably with, or prior to, such Debt so long as such Debt shall be so secured. This restriction shall not apply to: (a) The Company will notPermitted Liens; (b) any Lien upon any property or assets created at the time of acquisition of such property or assets by an Issuer or any Restricted Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or within one year after the date of such acquisition; (c) any Lien upon any property or assets to secure all or part of the cost of construction, development, repair or improvements thereon or to secure Debt incurred prior to, at the time of, or within one year after completion of such construction, development, repair or improvements or the commencement of full operations thereof (whichever is later), to provide funds for any such purpose; (d) any Lien upon any property or assets existing thereon at the time of the acquisition thereof by an Issuer or any Restricted Subsidiary (whether or not the obligations secured thereby are assumed by an Issuer or any Restricted Subsidiary); provided, however, that such Lien only encumbers the property or assets so acquired; (e) any Lien upon any property or assets of a Person existing thereon at the time such Person becomes a Restricted Subsidiary by acquisition, merger or otherwise; provided, however, that such Lien only encumbers the property or assets of such Person at the time such Person becomes a Restricted Subsidiary; (f) any Lien upon any property or assets of an Issuer or any Restricted Subsidiary in existence on December 10, 2003 or provided for pursuant to agreements existing on December 10, 2003; (g) Liens imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in good faith, and will Liens which secure a judgment or other court-ordered award or settlement as to which an Issuer or the applicable Restricted Subsidiary, as the case may be, has not exhausted its appellate rights; (h) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements) of Liens, in whole or in part, referred to in clauses (a) through (g), inclusive, of this Section 5.02; provided, however, that any such extension, renewal, refinancing, refunding or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed, refinanced, refunded or replaced and that the obligations secured by any such extension, renewal, refinancing, refunding or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed, refinanced, refunded or replaced and any expenses of the Issuers and the Restricted Subsidiaries (including any premium) incurred in connection with such extension, renewal, refinancing, refunding or replacement; or (i) any Lien resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing Debt of an Issuer or any Restricted Subsidiary. Notwithstanding the foregoing provisions of this Section 5.02, the Issuers may, and may permit any Restricted Subsidiary to, create, assume, incur or guarantee suffer to exist any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien upon any Principal Property or Capital Interests of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing to secure Debt of an Issuer or thereafter created any Person (other than Debt Securities) that is not subordinated to the Notesexcepted by clauses (a) for so long as such other Indebtedness is so secured through (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit i), inclusive, of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon 5.02 without securing the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted SubsidiaryNotes, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate principal amount of all Debt then outstanding Indebtedness secured by such Lien and all other Liens other than Permitted Liensnot excepted by clauses (a) through (i), and inclusive, of this Section 5.02, together with all Attributable Indebtedness from Sale-leaseback Transactions (ii) the Attributable Debt of all the Company’s excluding Sale/Leaseback -leaseback Transactions permitted by clauses (a) through (d), inclusive, of Section 2.9(c) 5.03), does not at such time exceed 510% of Consolidated Total Net Tangible Assets.

Limitations on Liens. (a) The From and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, so long as any Notes are outstanding, the Company will not, and will may not permit any Restricted Subsidiary to, createissue, assume, incur guarantee (including any contingent obligation to purchase) or guarantee permit to exist any Indebtedness Debt that is secured by a any mortgage, security interest, pledge, lien, charge pledge or other encumbrance lien ("Lien") of or upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”)Operating Property owned by the Company, whether owned on at the date of issuance of Release Date or subsequently acquired, without effectively securing the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company shall so determinesdetermine, any other Indebtedness indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to ranking equally with the Notes) for equally and ratably with the Debt (but only so long as such other Indebtedness the Debt is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien secured). The foregoing restriction will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):to: (i) Liens on property or other assets of any Person Operating Property existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was of its acquisition and not incurred created in anticipation contemplation of such Person becoming a Restricted Subsidiarythe acquisition; (ii) Liens on property or other assets Operating Property of a corporation existing at the time the corporation is merged into or consolidated with the Company, or at the time the corporation disposes of acquisition substantially all of its properties (or those of a division) to the Company, provided that the Lien is not extended to property owned by the Company immediately prior to the merger, consolidation or any Restricted Subsidiaryother disposition and is not created in contemplation of the merger, provided that such Lien was not incurred in anticipation of such acquisitionconsolidation or other disposition; (iii) Liens on Operating Property to secure the cost of acquisition, construction, development or substantial repair, alteration or improvement of such property or assets to secure indebtedness incurred to provide funds for any Indebtedness incurred prior toof these purposes or for reimbursement of funds previously expended for any of these purposes, at provided the time ofLiens are created or assumed contemporaneously with, or within 270 days 18 months after, the acquisition of such property or in the case of real property, the completion of substantial repair or alteration, construction, development or substantial improvement or within 6 months thereafter pursuant to a commitment for financing arranged with a lender or investor within such 18-month period; (iv) Liens in favor of the completion United States or any state or any department, agency or instrumentality or political subdivision of improvements the United States or any state, or for the beginning benefit of substantial commercial operation holders of such real property securities issued by any of these entities, to secure any Debt incurred for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making cost of improvements thereto; (iv) Liens in substantially repairing or altering, constructing, developing or substantially improving the Operating Property of the Company’s favor or in favor of a Restricted Subsidiary;; or (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property Any extension, renewal or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements replacement (or successive extensions, renewals or replacements) ), in whole or in part part, of any Lien referred to in this Section 2.8 without increase of the exceptions listed above, provided, however, that the principal amount of Debt secured thereby and not otherwise authorized by those exceptions listed above shall not exceed the Indebtedness (principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal or replacement) , so secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creationextension, assumption, incurrence renewal or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assetsreplacement.

Limitations on Liens. The Company shall not at any time create, incur, assume or suffer to exist, and shall not cause, suffer or permit a Restricted Subsidiary to create, incur, assume or suffer to exist, any Secured Debt without making effective provision (and the Company covenants that in such case it will make or cause to be made effective provision) whereby the Loans then outstanding shall be secured equally and ratably with such Secured Debt, so long as such Secured Debt shall exist; provided, however, that this Section 5.07 shall not prevent any of the following: (a) The (i) any Lien on any property hereafter acquired (including acquisition through merger or consolidation) or constructed by the Company will not, and will not permit any or a Restricted Subsidiary toand created contemporaneously with, createor within twelve months after, assumesuch acquisition or the completion of construction to secure or provide for the payment of all or any part of the purchase price of such property or the cost of construction thereof, incur as the case may be; or guarantee (ii) any Indebtedness secured by mortgage on property (including any unimproved portion of partially improved property) of the Company or a mortgage, security interest, pledge, lien, charge Restricted Subsidiary created within twelve months of completion of construction of a new plant or other encumbrance plants on such property to secure all or part of the cost of such construction; or (iii) the acquisition of property subject to any Lien upon any such property existing at the time of its or its Restricted Subsidiaries’ properties or assets (a “Lien”)acquisition thereof, whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty not assumed by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):Subsidiary; (ib) Liens on property capital stock hereafter acquired by the Company or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that the aggregate cost to the Company and its Restricted Subsidiaries of all capital stock subject to such Liens does not exceed 10% of Shareowners’ Equity; (c) any Lien was not incurred in anticipation securing Debt of such Person becoming a corporation which is a successor to the Company to the extent permitted by Section 5.06; or securing Debt of a Restricted Subsidiary outstanding at the time it became a Restricted Subsidiary; (ii) Liens on property ; or other assets existing securing Debt of any Person outstanding at the time it is merged with, or all or substantially all of acquisition by its properties are acquired by, the Company or any Restricted Subsidiary, provided that such Lien was does not incurred in anticipation of such acquisition; (iii) Liens on property or assets extend to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that or existing on the uncollected amount property or on the outstanding shares or Debt of account receivables subject a corporation at the time it becomes a Restricted Subsidiary; or created, incurred or assumed in connection with any time to industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any such financing shall not exceed $150,000,000; andRestricted Subsidiary and any Federal, State or municipal government or other governmental body or agency; (viiid) extensionsany Lien created in connection with any extension, renewals renewal or replacements refunding (or successive extensions, renewals or replacements) refundings), in whole or in part part, of any Debt secured by a Lien referred to in permitted by the foregoing provisions of this Section 2.8 without increase of 5.07 upon the principal of the Indebtedness same property theretofore subject thereto (plus any premium improvements on such property), provided that the amount of such Debt outstanding at that time shall not be increased; (e) Liens or fee payable deposits made in connection with contracts (which term includes subcontracts under such contracts) with or made at the request of the United States or any department or agency thereof, insofar as such extensionLiens or deposits relate to property manufactured, renewal installed or replacement) secured constructed by or to be supplied by, or property furnished to, the LienCompany or a Restricted Subsidiary pursuant to, or to enable the performance of, such contracts, or property the manufacture, installation, construction or acquisition of which is financed pursuant to, or to enable the performance of, such contracts; providedor deposits or Liens, howevermade pursuant to such contracts, that of or upon moneys advanced or paid pursuant to, or in accordance with the provisions of, such contracts, or of or upon any Permitted Liens shall not extend materials or supplies acquired for the purpose of the performance of such contracts; or the assignment or pledge, to or cover any property the extent permitted by law, of the right, title and interest of the Company or that a Restricted Subsidiary in and to any such contract, or in and to any payments due or to become due thereunder, to secure Debt incurred for funds or other property supplied, constructed or installed for or in connection with the performance by the Company or such Restricted Subsidiary of its obligations under such contracts; (f) mechanics’, materialmen’s, carriers’ or other like Liens, and pledges or deposits made in the ordinary course of business to obtain the release of any such Liens or the release of property in the possession of a common carrier; good faith deposits in connection with tenders, leases of real estate or bids or contracts (other than contracts involving the borrowing of money); pledges or deposits to secure public or statutory obligations; deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; and deposits to secure the payment of taxes, assessments, customs duties or other similar charges; (g) any Lien 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 regulation, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege or license, or to enable the Company or a Restricted SubsidiarySubsidiary to maintain self-insurance or to participate in any arrangements established by law to cover any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters; (h) the Liens of taxes, assessments or other governmental charges or levies not at the time due, or the validity of which is being contested in good faith; (i) judgment Liens, so long as the case may befinality of such judgment is being contested in good faith and execution thereon is stayed; (j) easements or similar encumbrances, other than the existence of which does not impair the use of the property specified subject thereto for the purposes for which it is held or was acquired; (k) the landlord’s interest under any lease of property; (l) leases granted to others in the ordinary course of business; (m) Sale and Lease-Back Transactions to the extent permitted by Section 5.08; and (n) contracts for the manufacture, construction, installation or supply of property, products or services providing for a Lien upon advance, progress or partial payments made pursuant to such contracts and upon any material or supplies acquired, manufactured, constructed, installed or supplied in connection with the performance of such contracts to secure such advance, progress or partial payments. Notwithstanding the foregoing provisions of this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing5.07, the Company and any one or more Restricted Subsidiary Subsidiaries may create, assumeincur, incur assume or guarantee Indebtedness secured by a Lien without equally suffer to exist Secured Debt which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other Secured Debt of the Company and ratably securing its Restricted Subsidiaries which would otherwise be subject to the Notes; providedforegoing restrictions (not including Secured Debt permitted under clauses (a) through (n) above) and the aggregate value of the Sale and Lease-Back Transactions (as defined in Section 5.08) in existence at such time (not including Sale and Lease-Back Transactions the proceeds of which have been or will be applied in accordance with clause (b) of Section 5.08), that does not at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 510% of Consolidated Total AssetsShareowners’ Equity.

Limitations on Liens. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, assumeincur, incur assume or guarantee permit or suffer to exist any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or Lien (other encumbrance upon than Permitted Liens) of any of its or its Restricted Subsidiaries’ properties or nature whatsoever against any assets (including Equity Interests of a “Lien”)Subsidiary) of the Issuer or any Subsidiary, whether owned on at the date of issuance of the Notes Issue Date or thereafter acquired, unless which Lien secures Indebtedness or Hedging Obligations unless: (1) in the case of Liens securing Indebtedness that is Subordinated Indebtedness, the Notes or the Note Guarantee of such Subsidiary, if any, are at least secured by a Lien on such assets that is senior in priority to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Subsidiary, if any, are secured equally and ratably secured with or prior to such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created Liens; provided that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of which is granted to secure the Notes and or any other debt securities of any series issued pursuant to Note Guarantee under this covenant shall be discharged at the Indenture and having same time as the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply gave rise to the following (obligation to so secure the “Permitted Liens”): (i) Liens on property Notes or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted SubsidiaryNote Guarantee, as the case may be, other than . For the property specified in purposes of determining compliance with this Section 2.8 and improvements 4.05, notwithstanding anything herein to this property. the contrary, (bi) Notwithstanding in the foregoingevent that a Lien meets the criteria of more than one of the categories of Permitted Liens, the Company Issuer shall, in its sole discretion, classify such Lien and any Restricted Subsidiary may createdivide, assume, incur or guarantee Indebtedness secured by a classify and later reclassify such Lien without equally and ratably securing in more than one of the Notes; provided, types of Permitted Liens (provided that at the time of reclassification it meets the criteria in such creation, assumption, incurrence category or guarantee, after giving effect thereto categories) and to the retirement of (ii) (a) if any Indebtedness that or other obligation is concurrently secured by any Lien outstanding under any category of Permitted Liens measured by reference to a percentage of Total Assets at the time of incurrence of such Indebtedness or other obligations, and is refinanced by any Indebtedness or other obligation secured by any Lien incurred by reference to such category of Permitted Liens, and such refinancing would cause the percentage of Total Assets to be exceeded if calculated based on the Total Assets on the date of such refinancing, such percentage of Total Assets shall not be deemed to be exceeded (and such refinancing Lien shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness or other obligation does not exceed the principal amount of such Indebtedness or other obligation being retiredrefinanced, the sum of (i) plus the aggregate amount of all outstanding fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing and (b) if any Indebtedness or other obligation is secured by any Lien outstanding under any category of Permitted Liens measured by reference to a dollar amount, and is refinanced by any Indebtedness or other than obligation secured by any Lien incurred by reference to such category of Permitted Liens, and such refinancing would cause such dollar amount to be exceeded, such dollar amount shall not be deemed to be exceeded (iiand such refinancing Lien shall be deemed permitted) so long as the Attributable Debt principal amount of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) such refinancing Indebtedness or other obligation does not at exceed the principal amount of such time exceed 5% Indebtedness being refinanced, plus the aggregate amount of Consolidated Total Assetsfees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing.

Limitations on Liens. Neither the Borrower nor any of its Significant Subsidiaries will create or assume or permit to exist any Lien in respect of any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Significant Subsidiary, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets; provided that the provisions of this Section shall not prevent or restrict the creation, assumption or existence of: (a) The Company will notany Lien in respect of any such property or assets of any Significant Subsidiary of the Borrower to secure indebtedness owing by it to the Borrower or any Wholly Owned Subsidiary of the Borrower; or (b) Liens (including capital leases) in respect of property acquired by the Borrower or any Significant Subsidiary thereof, to secure the purchase price, or the cost of construction and will not permit any Restricted Subsidiary development, of such property (or to secure indebtedness incurred prior to, createat the time of, assumeor within 120 days after the later of the acquisition of such property and the commencement of operation of such property, incur in each case for the purpose of financing the acquisition, or guarantee any Indebtedness secured by a mortgagethe cost of construction and development, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”such property), whether owned or Liens existing on any such property at the date time of issuance acquisition of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty property by the Company Borrower or such Restricted Subsidiary then existing Significant Subsidiary, whether or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and assumed, or any Lien created for the benefit in respect of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation Subsidiary of such Person becoming a Restricted Subsidiary; (ii) Liens on property the Borrower; or other assets existing at the time of acquisition by the Company or agreements to acquire any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time ofunder conditional sale agreements or other title retention agreements, or within 270 days after, the acquisition capital leases in respect of such property or in the case of real any other property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that (A) the uncollected aggregate principal amount of account receivables subject at any time to Indebtedness secured by all Liens in respect of any such financing property shall not exceed $150,000,000; and the cost (viii) extensions, renewals as determined by the board of directors or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase analogous governing body of the principal of the Indebtedness (plus any premium Borrower or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Significant Subsidiary, as the case may be, other than ) of such property at the time of acquisition thereof or (x) in the case of property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoingcovered by a capital lease, the Company fair market value (together with any customary fees and any Restricted Subsidiary may createexpenses incurred in connection therewith), assumeas so determined, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that of such property at the time of such creationtransaction, assumptionor (y) in the case of a Lien in respect of property existing at the time such Person becomes a Subsidiary of the Borrower the fair market value (together with any customary fees and expenses incurred in connection therewith), incurrence as so determined of such property at such time), and (B) at the time of the acquisition of the property by the Borrower or guaranteesuch Significant Subsidiary, after giving effect or at the time such Person becomes a Subsidiary of the Borrower, as the case may be, every such Lien shall apply and attach only to the property originally subject thereto and to the retirement fixed improvements constructed thereon; or (c) modifications, replacements, refundings or extensions of any Indebtedness that is concurrently being retiredLien permitted in subsection (b), (e), (l) or (m) hereof for amounts not exceeding the sum of (a) the lesser of (i) the principal or committed amount (whichever is larger) of the Indebtedness so refunded or extended or (ii) the fair market value (as determined by the board of directors (or analogous governing body) of the Borrower or such Significant Subsidiary, as the case may be) of the property theretofore subject to such Lien, in each case at the time of such refunding or extension and (b) any customary fees and expenses incurred in connection therewith; provided that such Lien shall apply only to the same property theretofore subject to the same and fixed improvements constructed thereon; or (d) sales subject to understandings or agreements to repurchase; provided that the aggregate sales price for all such sales (other than sales to any governmental instrumentality in connection with such instrumentality’s issuance of indebtedness, including without limitation industrial development bonds and pollution control bonds, on behalf of the Borrower or any Significant Subsidiary thereof) made in any one calendar year shall not exceed $50,000,000 in the aggregate for the Borrower and its Significant Subsidiaries; or (e) Liens on Receivables Facility Assets in respect of any Permitted Receivables Financing; or (f) any Lien not otherwise permitted hereunder (whenever incurred) on assets owned by the Borrower or any Subsidiary thereof securing Indebtedness of the Borrower or Subsidiary in an aggregate amount not to exceed at any one time outstanding the greater of 10% of the Borrower’s Net Tangible Assets or 10% of Capitalization; or (g) leases (other than capital leases) now or hereafter existing and any renewals and extensions thereof under which the Borrower or any Significant Subsidiary thereof may acquire or dispose of any of its property, subject, however, to the terms of Section 5.09; or (h) Liens in respect of any Permitted Sale Leasebacks; or (i) any Lien in existence on the Closing Date and set forth on Schedule 5.10 and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) does not secure an aggregate amount of all outstanding Indebtedness Indebtedness, if any, greater than that secured by Liens other than Permitted Liens, on the Closing Date and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% encumber any property other than the property subject thereto on the Closing Date; or (j) the pledge of Consolidated Total Assetscurrent assets, in the ordinary course of business, to secure current liabilities; or (k) Permitted Encumbrances; or (l) [Reserved]; or (m) any Lien incurred in connection with the issuance of Qualified Transition Bonds; or (n) Liens under the Mortgage securing Obligations (as defined in the Mortgage) permitted to be secured under the Mortgage (as in effect on the date hereof); or (o) any Lien granted pursuant to Section 1007 of the Indentures in favor of the trustee thereunder; or (p) Liens granted by the Borrower to secure duties or public or statutory obligations or to secure, or serve in lieu of, surety, stay on appeal bonds.

Limitations on Liens. (a) The Company Partnership will not, and nor will not it permit any Restricted Subsidiary to, create, assume, incur or guarantee suffer to exist any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien upon any Principal Property or upon any capital stock of its or its any Restricted Subsidiaries’ properties or assets (a “Lien”)Subsidiary, whether owned or leased on the date of issuance of the Notes this Indenture or thereafter acquired, unless to secure any Debt of the Notes are at least Partnership or any other Person (other than the Debt Securities issued hereunder), without in any such case making effective provision whereby all of the Debt Securities Outstanding hereunder shall be secured equally and ratably secured with such secured Indebtedness (together with, if the Company so determinesor prior to, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for Debt so long as such other Indebtedness is Debt shall be so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions secured. This restriction shall not apply to or prevent the following (the “Permitted Liens”):creation or existence of: (ia) Liens any Lien on any property or other assets of the Partnership or any Restricted Subsidiary in existence on the Issue Date or created pursuant to an “after-acquired property” clause or similar term in existence on the Issue Date in any mortgage, pledge agreement, security agreement or other similar instrument applicable to the Partnership or any Restricted Subsidiary and in existence on the Issue Date; (b) any Lien on any property or assets created at the time of acquisition of such property or assets by the Partnership or any Restricted Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or within one year of such acquisition; (c) any Lien on any property or assets existing thereon at the time of the acquisition thereof by the Partnership or any Restricted Subsidiary (whether or not the obligations secured thereby are assumed by the Partnership or any Restricted Subsidiary), provided that such Lien only encumbers the property or assets so acquired; (d) any Lien on any property or assets of a Person existing thereon at the time such Person becomes a Restricted SubsidiarySubsidiary by acquisition, merger or otherwise, provided that such Lien was is not incurred in anticipation of such Person becoming a Restricted Subsidiary; (iie) Liens any Lien on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness all or part of the cost of construction, development, repair or improvements thereon or to secure Debt incurred prior to, at the time of, or within 270 days after, the acquisition one year after completion of such property or in the case of real property, the completion of construction, the completion of development, repair or improvements or the beginning commencement of substantial commercial operation of full operations thereof (whichever is later), to provide funds for any such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements theretopurpose; (ivf) Liens in the Company’s favor or any Lien in favor of a the Partnership or any Restricted Subsidiary; (vg) Liens existing on any Lien created or assumed by the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company Partnership or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing issuance of accounts receivable Debt the interest on which is excludable from gross income of the holder of such Debt pursuant to the Internal Revenue Code of 1986, as amended, or any successor statute, for the purpose of financing, in whole or in part, the acquisition or construction of property or assets to be used by the Company Partnership or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and; (viiih) extensionsPermitted Liens; (i) any Lien on any additions, renewals improvements, replacements, repairs, fixtures, appurtenances or replacements component parts thereof, attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or assets permitted by Clauses (a) through (h), inclusive, of this Section; or (j) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals renewals, refinancings, refundings or replacements) of any Lien, in whole or in part of any Lien part, that is referred to in Clauses (a) through (i), inclusive, of this Section 2.8 without increase Section, or of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) Debt secured by the Lienthereby; provided, however, that any Permitted Liens the principal amount of Debt secured thereby shall not extend exceed the greater of (1) the principal amount of Debt so secured at the time of such extension, renewal, refinancing, refunding or replacement (plus the aggregate amount of premiums, other payments, costs and expenses required to be paid or cover any property incurred in connection with such extension, renewal, refinancing, refunding or replacement) and (2) the maximum committed principal amount of Debt so secured at such time; provided further, however, that such extension, renewal, refinancing, refunding or replacement shall be limited to all or a part of the Company property or that of any Restricted Subsidiaryassets (including improvements, as alterations and repairs on such property or assets) subject to the case may beLien so extended, other than the renewed, refinanced, refunded or replaced (plus improvements, alterations and repairs on such property specified in this Section 2.8 and improvements to this property. (b) or assets). Notwithstanding the foregoingforegoing provisions of this Section, the Company Partnership may, and may permit any Restricted Subsidiary may to, create, assume, incur or guarantee Indebtedness secured suffer to exist any Lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Debt of the Partnership or any other Person (other than the Debt Securities) that is not excepted by a Lien Clauses (a) through (j), inclusive, of this Section without equally and ratably securing the Notes; providedDebt Securities issued hereunder, provided that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate principal amount of all Debt then outstanding Indebtedness secured by such Lien and all other Liens other than Permitted Liensnot excepted by Clauses (a) through (j), and inclusive, of this Section, together with all net sale proceeds from Sale-Leaseback Transactions (ii) the Attributable Debt of all the Company’s excluding Sale/-Leaseback Transactions permitted by Clauses (a) through (d), inclusive, of Section 2.9(c) 4.14), does not exceed at such any one time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Liens. (a) The Company Borrower will not, and will not permit any Restricted Consolidated Subsidiary to, create, assumeincur, incur assume or guarantee permit to exist any Indebtedness secured Lien on any property or asset now owned or hereafter acquired by a mortgageit, security interestor assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, pledge, lien, charge except: (a) Permitted Encumbrances; (b) any Lien on any property or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance asset of the Notes Borrower or thereafter acquiredany Consolidated Subsidiary existing on November 5, unless the Notes are at least equally 2004 and ratably secured with such secured Indebtedness set forth in Schedule 5.08; provided that (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notesi) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to any other property or asset of the following Borrower or any Consolidated Subsidiary and (ii) such Lien shall secure only those obligations which it secures on November 5, 2004 and extensions, renewals and replacements thereof that do not increase the “Permitted Liens”):outstanding principal amount thereof; (ic) Liens any Lien existing on any property or other assets asset prior to the acquisition thereof by the Borrower or any Consolidated Subsidiary or existing on any property or asset of any Person existing at that becomes a Consolidated Subsidiary after November 5, 2004 prior to the time such Person becomes a Restricted Consolidated Subsidiary, ; provided that (i) such Lien was is not incurred created in anticipation contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Consolidated Subsidiary, as the case may be, (ii) such Lien shall not apply to any other than property or assets of the property specified in this Section 2.8 Borrower or any Consolidated Subsidiary and improvements to this property.(iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Consolidated Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (bd) Notwithstanding Liens on fixed or capital assets acquired, constructed or improved by the foregoing, the Company and Borrower or any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the NotesConsolidated Subsidiary; provided, provided that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) with respect to a Consolidated Subsidiary, such security interests secure Indebtedness permitted by Section 5.10, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement (or are incurred to extend, renew or replace security interests and Indebtedness previously incurred in compliance with this clause), (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Consolidated Subsidiary; and (e) other Liens securing obligations in an aggregate principal amount not exceeding $400,000,000; provided that at no time shall more than $50,000,000 of all outstanding Indebtedness such obligations be secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assetson inventory.

Limitations on Liens. (a) The Company will For the benefit of the Securities, the Corporation shall not, and will not nor shall it permit any Restricted Manufacturing Subsidiary to, create, assume, incur issue or guarantee assume any Indebtedness Debt secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Mortgage upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance Domestic Manufacturing Property of the Notes Corporation or thereafter of any Manufacturing Subsidiary or upon any shares of stock or indebtedness of any Manufacturing Subsidiary (whether such Domestic Manufacturing Property, shares of stock or indebtedness are now owned or hereafter acquired, unless ) without in any such case effectively providing concurrently with the Notes are at least equally and ratably secured with issuance or assumption of any such secured Indebtedness Debt that the Securities (together with, if the Company Corporation shall so determinesdetermine, any other Indebtedness indebtedness of or guaranty by the Company Corporation or such Restricted Manufacturing Subsidiary ranking equally with the Securities and then existing or thereafter created that is not subordinated created) shall be secured equally and ratably with such Debt, unless the aggregate amount of Debt issued or assumed and so secured by Mortgages, together with (i) all other Debt of the Corporation and its Manufacturing Subsidiaries which (if originally issued or assumed at such time) would otherwise be subject to the Notesforegoing restrictions, but not including Debt permitted to be secured under clauses (i) for so long through (v) of the immediately following paragraph and not including Permitted Receivables Financings, and (ii) all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of sale and lease-back transactions, does not at the time exceed 15% of Consolidated Net Tangible Assets as such other Indebtedness is so secured (and any Lien created shown on the audited consolidated financial statements for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the most recently completed fiscal year. The above restrictions shall not apply to the following (the “Permitted Liens”): to: (i) Liens Mortgages on property property, shares of stock or other assets indebtedness of any Person entity existing at the time (a) such Person entity becomes a Restricted Manufacturing Subsidiary or (b) of a sale, lease or other disposition of all or substantially all of the properties of the entity to the Corporation or a Manufacturing Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; ; (ii) Liens Mortgages on property or other assets existing at the time of acquisition of such property by the Company Corporation or a Manufacturing Subsidiary, or Mortgages to secure the payment of all or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation part of the purchase price of such acquisition; (iii) Liens on property upon the acquisition of such property by the Corporation or assets a Manufacturing Subsidiary or to secure any Indebtedness Debt incurred prior to, at the time of, or within 270 180 days after, the later of the date of acquisition of such property or and the date such property is placed in the case of real propertyservice, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price thereof, or Mortgages to secure any Debt incurred for the purpose of such real property, financing the construction thereof cost to the Corporation or the making a Manufacturing Subsidiary of improvements thereto; to such acquired property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to the Corporation or to another Subsidiary; (iv) Liens Mortgages on property of the Corporation or a Manufacturing Subsidiary in favor of the Company’s favor United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, in connection with financing arrangements between the Corporation or a Restricted Subsidiary; Manufacturing Subsidiary and any of the foregoing governmental bodies or agencies, to the extent that Mortgages are required by the governmental programs under which those financing arrangements are made, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages or (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property any extension, renewal or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements replacement (or successive extensions, renewals or replacements) in whole or in part part, of any Lien Mortgage referred to in this Section 2.8 without increase of the foregoing clauses (i) to (v), inclusively; provided however, that the principal amount of Debt secured thereby shall not exceed the Indebtedness (plus any premium or fee payable in connection with any principal amount of Debt so secured at the time of such extension, renewal or replacement) secured by the Lien; providedreplacement and that such extension, however, that any Permitted Liens renewal or replacement shall not extend be limited to all or cover any property a part of the Company property that secured the Mortgage so extended, renewed or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and replaced (plus improvements to this on such property). (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Liens. (a) The Company will not, and will shall not (nor shall it permit any Restricted Subsidiary to, create, assume, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its Significant Subsidiaries to) create any Lien on any Principal Property of the Company or any of its Restricted Subsidiaries’ properties Significant Subsidiaries (or assets (on any Capital Stock of a “Lien”Significant Subsidiary), whether such Principal Property or Capital Stock is now existing or owned on the date of issuance of the Notes or thereafter hereafter acquired, to secure any Indebtedness, unless the Company shall contemporaneously secure the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Significant Subsidiary then existing or thereafter created that which is not subordinated to the Notes) for so long as equally and ratably with (or, at the Company’s option, prior to) such other Indebtedness secured Indebtedness. Any Lien that is so secured (and any Lien created for the benefit of the holders of granted to secure the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of under this Section 2.8 3.1 shall provide by its terms that such Lien will be automatically released and discharged upon at the same time as the release and discharge of the Lien securing such other Indebtedness); providedthat gave rise to the obligation to secure the Notes under this Section 3.1. The foregoing restriction, however, that the above restrictions shall not apply require the Company to secure the following Notes if the Lien consists of either of the following: (the “a) Permitted Liens”):; or (ib) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing securing Indebtedness if at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guaranteedetermination, after giving pro forma effect thereto to the incurrence, creation, assumption or guaranty of such Indebtedness or the securing of outstanding Indebtedness and to the retirement of any Indebtedness that which is concurrently being retired, the sum of (without duplication) (i) the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries secured by Liens (other than Permitted Liens, ) and (ii) the all Attributable Debt in respect of all Sale and Lease-Back Transactions not otherwise permitted under the Company’s Sale/Leaseback Transactions permitted by first sentence of Section 2.9(c) 3.2 hereof, does not at such time exceed 5% fifteen percent of Consolidated Total Net Tangible Assets.

Limitations on Liens. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, create, assume, incur or guarantee suffer to exist any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”)Principal Property, whether owned or leased on the date of issuance of the Notes hereof or thereafter acquired, unless to secure any Debt of the Notes are at least Company or any other Person, without in any such case making effective provision whereby this note shall be secured equally and ratably secured with such secured Indebtedness (together with, if or prior to, such Debt so long as such Debt shall be so secured. This restriction shall not apply to: (i) any Lien upon any property or assets of the Company so determinesor any Restricted Subsidiary in existence on the date hereof or created pursuant to an after-acquired property clause or similar term in existence on the date hereof or any mortgage, pledge agreement, security agreement or other similar instrument in existence on the date hereof; (ii) any other Indebtedness Lien upon any property or assets created at the time of acquisition of such property or guaranty assets by the Company or such any Restricted Subsidiary then existing or thereafter created that is not subordinated within one year after such time to secure all or a portion of the Notespurchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or within one year of such acquisition; (iii) for so long as such other Indebtedness is so secured (and any Lien created for upon any property or assets existing thereon at the benefit time of the holders of acquisition thereof by the Notes and Company or any other debt securities of Restricted Subsidiary (whether or not the obligations secured thereby are assumed by the Company or any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other IndebtednessRestricted Subsidiary); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):; (iiv) Liens on any Lien upon any property or other assets of any a Person existing thereon at the time such Person becomes a Restricted SubsidiarySubsidiary by acquisition, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiarymerger or otherwise; (iiv) Liens on property the assumption by the Company or other assets any Restricted Subsidiary of obligations secured by any Lien existing at the time of the acquisition by the Company or any Restricted Subsidiary, provided that Subsidiary of the property or assets subject to such Lien was not incurred in anticipation or at the time of the acquisition of the Person which owns such acquisitionproperty or assets; (iiivi) Liens any Lien on property or assets to secure any Indebtedness all or part of the cost of construction or improvements thereon or to secure Debt incurred prior to, at the time of, or within 270 days after, the acquisition one year after completion of such property construction or making of such improvements, to provide funds for any such purpose; (vii) any Lien on any oil, gas, mineral and processing and other plant properties to secure the payment of costs, expenses or liabilities incurred under any lease or grant or operating or other similar agreement in connection with or incident to the case of real propertyexploration, the completion of constructiondevelopment, the completion of improvements maintenance or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements theretoproperties; (ivviii) Liens in the Company’s favor any Lien arising from or in favor of connection with a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with conveyance by the Company or any Restricted Subsidiary or at the time of a saleany production payment with respect to oil, lease gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals, steam, timber or other disposition natural resources; (ix) any Lien in favor of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (viix) Liens arising in connection with the financing of accounts receivable any Lien created or assumed by the Company or any Restricted Subsidiary in connection with the issuance of Debt the interest on which is excludable from gross income of the holder of such Debt pursuant to the Internal Revenue Code of 1986, as amended, or any successor statute, for the purpose of financing, in whole or in part, the acquisition or construction of property or assets to be used by the Company or any Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and; (viiixi) extensionsany Lien upon property or assets of any foreign Restricted Subsidiary to secure Debt of that foreign Restricted Subsidiary; (xii) Permitted Liens; (xiii) any Lien upon any additions, renewals improvements, replacements, repairs, fixtures, appurtenances or replacements component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or assets permitted by clauses (i) through (xii), inclusive, of this paragraph 3(c); or (xiv) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals renewals, refinancing, refundings or replacements) of any Lien, in whole or in part of any Lien part, that is referred to in clauses (i) through (xiii), inclusive, of this Section 2.8 without increase paragraph 3(c), or of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) Debt secured by the Lienthereby; provided, however, that any Permitted Liens the principal amount of Debt secured thereby shall not extend to or cover any property exceed the greater of the Company principal amount of Debt so secured at the time of such extension, renewal, refinancing, refunding or that replacement and the original principal amount of any Restricted Subsidiary, as Debt so secured (plus in each case the case may beaggregate amount of premiums, other than payments, costs and expenses required to be paid or incurred in connection with such extension, renewal, refinancing, refunding or replacement); provided, further, however, that such extension, renewal, refinancing, refunding or replacement shall be limited to all or a part of the property specified in this Section 2.8 (including improvements, alterations and improvements repairs on such property) subject to this the encumbrance so extended, renewed, refinanced, refunded or replaced (plus improvements, alterations and repairs on such property. (b) ). Notwithstanding the foregoingforegoing provisions of this paragraph 3(c), the Company may, and may permit any Restricted Subsidiary may to, create, assume, incur or guarantee Indebtedness secured by a suffer to exist any Lien without equally and ratably securing upon any Principal Property to secure any Debt of the Notes; provided, that at the time of such creation, assumption, incurrence Company or guarantee, after giving effect thereto and to the retirement of any Indebtedness other Person that is concurrently being retired, the sum of not excepted by clauses (i) through (xiv), inclusive, of this paragraph 3(c) without securing this note, provided that the aggregate principal amount of all Debt then outstanding Indebtedness secured by Liens other than Permitted such Lien and all similar Liens, and together with all net sale proceeds from Sale-Leaseback Transactions (ii) the Attributable Debt of all the Company’s excluding Sale/-Leaseback Transactions permitted by Section 2.9(cclauses (i) through (iv), inclusive, of paragraph 3(d)), does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary to, hereafter, create, assume, incur assume or guarantee suffer to exist any Indebtedness secured by a mortgage, security interest, pledge, lien, charge pledge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets lien (herein referred to as a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness ) of or guaranty upon any Principal Property, or any shares of capital stock or evidences of indebtedness for borrowed money issued by the Company or such any Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition owned by the Company or any Restricted Subsidiary, provided that whether owned at the date of this Indenture or thereafter acquired, without making effective provision, and the Company in such case will make or cause to be made effective provision, whereby the Securities shall be secured by such Lien was equally and ratably with any and all other indebtedness or obligations thereby secured, so long as such indebtedness or obligations shall be so secured; provided, however, that the foregoing shall not incurred in anticipation apply to any of such acquisitionthe following: (1) Liens that exist on the date of this Indenture; (iii2) Liens on property or assets to secure of any Indebtedness incurred prior to, corporation existing at the time ofsuch corporation becomes a Subsidiary; (3) Liens in favor of the Company or any Subsidiary; (4) Liens in favor of governmental bodies to secure progress, advance or other payments pursuant to contract or statute or indebtedness incurred to finance all or a part of construction of or improvements to property subject to such Liens; (5) Liens on property existing at the time of acquisition thereof (including acquisition through merger or consolidation), and construction and improvement Liens that are entered into within 270 180 days after, from the acquisition date of such property construction or improvement, provided that in the case of real property, construction or improvement the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real Lien shall not apply to any property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with theretofore owned by the Company or any Restricted Subsidiary except substantially unimproved real property on which the property so constructed or at the time improvement is located; (6) mechanics’ and similar Liens arising in the ordinary course of a salebusiness in respect of obligations not due or being contested in good faith; (7) Liens for taxes, lease assessments, or other disposition governmental charges or levies that are not delinquent or are being contested in good faith; (8) Liens arising from any legal proceedings that are being contested in good faith; (9) any Liens that (i) are incidental to the ordinary conduct of its business or the ownership of its properties and assets, (ii) were not incurred in connection with the borrowing of money or the obtaining of advances or credit and (iii) do not in the aggregate materially detract from the value of the properties property of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred Subsidiary or materially impair the use thereof in anticipation the operation of the merger or consolidation or sale, lease or other dispositionits business; (vii10) Liens arising in connection with the financing of accounts receivable by the Company securing industrial development or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000pollution control bonds; and (viii11) extensionsLiens for the sole purpose of extending, renewals renewing or replacements replacing (or successive extensionssuccessively extending, renewals renewing or replacementsreplacing) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this propertyforegoing. (b) Notwithstanding the foregoingprovisions of paragraph (a)(5) of this Section 10.7, the Company and or any Restricted Subsidiary may createmay, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; providedSecurities, that create or assume Liens which would otherwise be subject to the foregoing restrictions if at the time of such creation, creation or assumption, incurrence or guarantee, and after giving effect thereto and to the retirement of any thereto, Exempted Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Liens. (a) The From and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, so long as any Notes are outstanding, the Company will not, and will may not permit any Restricted Subsidiary to, createissue, assume, incur guarantee (including any contingent obligation to purchase) or guarantee permit to exist any Indebtedness Debt that is secured by a any mortgage, security interest, pledge, lien, charge pledge or other encumbrance lien ("Lien") of or upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”)Operating Property owned by the Company, whether owned on at the date of issuance of Release Date or subsequently acquired, without effectively securing the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company shall so determinesdetermine, any other Indebtedness indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to ranking equally with the Notes) for equally and ratably with the Debt (but only so long as such other Indebtedness the Debt is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien secured). The foregoing restriction will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):to: (i) Liens on property or other assets of any Person Operating Property existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was of its acquisition and not incurred created in anticipation contemplation of such Person becoming a Restricted Subsidiarythe acquisition; (ii) Liens on property or other assets Operating Property of a corporation existing at the time the corporation is merged into or consolidated with the Company, or at the time the corporation disposes of acquisition substantially all of its properties (or those of a division) to the Company, provided that the Lien is not extended to property owned by the Company immediately prior to the merger, consolidation or any Restricted Subsidiaryother disposition and is not created in contemplation of the merger, provided that such Lien was not incurred in anticipation of such acquisitionconsolidation or other disposition; (iii) Liens on Operating Property to secure the cost of acquisition, construction, development or substantial repair, alteration or improvement of such property or assets to secure indebtedness incurred to provide funds for any Indebtedness incurred prior toof these purposes or for reimbursement of funds previously expended for any of these purposes, at provided the time ofLiens are created or assumed contemporaneously with, or within 270 days 18 months after, the acquisition of such property or in the case of real property, the completion of substantial repair or alteration, construction, development or substantial improvement or within 6 months thereafter pursuant to a commitment for financing arranged with a lender or investor within such 18-month period; (iv) Liens in favor of the completion United States or any state or any department, agency or instrumentality or political subdivision of improvements the United States or any state, or for the beginning benefit of substantial commercial operation holders of such real property securities issued by any of these entities, to secure any Debt incurred for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making cost of improvements thereto; (iv) Liens in substantially repairing or altering, constructing, developing or substantially improving the Company’s favor or in favor of a Restricted Subsidiary;Operating Property; or (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property Any extension, renewal or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements replacement (or successive extensions, renewals or replacements) ), in whole or in part part, of any Lien referred to in this Section 2.8 without increase of the exceptions listed above, provided, however, that the principal amount of Debt secured thereby and not otherwise authorized by those exceptions listed above shall not exceed the Indebtedness (principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal or replacement) , so secured by at the Lien; providedtime of such extension, however, that any Permitted Liens shall not extend to renewal or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this propertyreplacement. (b) Notwithstanding the foregoingforegoing restrictions, the Company and any Restricted Subsidiary may createissue, assume, incur assume or guarantee Indebtedness Debt secured by a Lien without equally which would otherwise be subject to the foregoing restrictions up to an aggregate amount which, together with all other of the Company's secured Debt (not including secured Debt permitted under any of the foregoing exceptions) and ratably securing the Notes; provided, that Value of Sale and Lease-Back Transactions existing at such time (other than Sale and Lease-Back Transactions the time proceeds of such creation, assumption, incurrence or guarantee, after giving effect thereto and which have been applied to the retirement of certain indebtedness, Sale and Lease-Back Transactions in which the property involved would have been permitted to be subjected to a Lien under any Indebtedness of the foregoing exceptions, and Sale and Lease-Back Transactions that is concurrently being retiredare permitted by the first sentence of Section 3.02 below), does not exceed the sum greater of 10% of the Company's Net Tangible Assets or 10% of the Company's Capitalization. The foregoing restrictions do not limit the Company's ability to place Liens on (i) the aggregate amount capital stock of all outstanding Indebtedness secured by Liens other than Permitted Liens, and any of the Company's subsidiaries or (ii) the Attributable Debt assets of all any of the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets's subsidiaries.

Limitations on Liens. (a) The So long as any of the Securities or Coupons appertaining thereto shall remain outstanding, the Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, create, assumeincur, incur assume or guarantee suffer to exist any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien of any kind upon any of its or its Restricted Subsidiaries’ properties their property or assets (a “Lien”)assets, whether now owned on the date of issuance or hereafter acquired, without making effective provision whereby all of the Notes or thereafter acquired, unless the Notes are at least Securities shall be directly secured equally and ratably with the obligation or liability secured with by such secured Indebtedness (together withLien, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):except for: (i) Liens existing as of the date of this Indenture; (ii) Liens (including Sale and Lease-back Transactions) on any property acquired, constructed or improved after the date of this Indenture, which are created or assumed contemporaneously with, or within 180 days after, such acquisition or completion of such construction or improvement, or within six months thereafter pursuant to a commitment for financing arranged with a lender or investor within such 180-day period, to secure or provide for the payment of all or a portion of the purchase price of such property or other assets the cost of such construction or improvement incurred after the date of this Indenture (or prior to the date of this Indenture in the case of any construction or improvement which is at least 40% completed at the date of this Indenture) or, in addition to Liens contemplated by clauses (iii) and (iv) below, Liens on any property existing at the time of acquisition thereof (including acquisition through merger or consolidation); provided, that any such Lien (other than a Sale and Lease-back Transaction meeting the requirements of this clause) does not apply to any property theretofore owned by the Company or a Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (iii) Liens existing on any property of a Person at the time such Person is merged with or into, or consolidates with, the Company or a Subsidiary; (iv) Liens on any property of a Person (including, without limitation, shares of stock or debt securities) or its subsidiaries existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation is otherwise acquired by the Company or a Subsidiary or becomes a successor to the Company pursuant to Section 802; (v) Liens to secure an obligation or liability of such Person becoming a Restricted Subsidiary to the Company or to another Subsidiary; (iivi) Liens on property in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, to secure partial progress, advance or other assets existing at the time of acquisition by the Company payments pursuant to any contract or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property statute or assets to secure any Indebtedness indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making cost of improvements thereto; (iv) Liens in constructing or improving the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety subject to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other dispositionLiens; (vii) Liens arising in connection with to secure tax-exempt private activity bonds under the financing Internal Revenue Code of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and1986, as amended; (viii) extensionsLiens arising out of or in connection with a Sale and Lease-back Transaction if the net proceeds of such Sale and Lease-back Transaction are at least equal to the fair value (as determined by the Board of Directors, renewals the Chairman of the Board, the Vice Chairman of the Board, the President or replacements the principal financial officer of the Company) of the property subject to such Sale and Lease-back Transaction; (ix) Liens for the sole purpose of extending, renewing or successive extensions, renewals or replacements) replacing in whole or in part of indebtedness secured by any Lien referred to in the foregoing clauses (i) to (viii), inclusive, or in this Section 2.8 without increase of clause (ix); provided, however, that the principal amount of indebtedness secured thereby shall not exceed the Indebtedness (plus any premium or fee payable in connection with any principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property); (x) secured Liens arising out of or in connection with a Sale and Lease-back Transaction in which the net proceeds of such Sale and Lease-back Transaction are less than the fair value (as determined by the Lien; providedBoard of Directors, howeverthe Chairman of the Board, the Vice Chairman of the Board, the President or the principal financial officer of the Company) of the property subject to such Sale and Lease-back Transaction if the Company provides in a Board Resolution that it shall, and in any Permitted Liens shall not extend such case the Company covenants that it will, within 180 days of the effective date of any such arrangement (or in the case of (C) below, within six months thereafter pursuant to a firm purchase commitment entered into within such 180-day period), apply an amount equal to the fair market value (as so determined) of such property (A) to the redemption of Securities of any series which are, by their terms, at the time redeemable or the purchase and retirement of Securities, if permitted, which Securities shall, in any such case, be delivered to the Trustee for cancellation pursuant to Section 309, (B) to the payment or other retirement of Funded Debt incurred or assumed by the Company which ranks senior to or cover pari passu with the Securities or of Funded Debt incurred or assumed by any property of Subsidiary (other than, in either case, Funded Debt owned by the Company or that any Subsidiary) or (C) to the purchase of any Restricted Subsidiary, as the case may be, property (other than the property specified involved in this Section 2.8 and improvements to this property.such sale); and (bxi) Notwithstanding the foregoing, Liens on (x) accounts receivable (and related general intangibles and instruments) arising out of or in connection with a sale or transfer by the Company and any Restricted or such Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence accounts receivable and (y) any or guarantee, after giving effect thereto all of the assets of a special purpose Subsidiary that has purchased such accounts receivable (and related general intangibles and instruments) securing indebtedness of such special purpose Subsidiary; (xii) Permitted Liens; and (xiii) Liens other than those referred to the retirement of any Indebtedness that is concurrently being retired, the sum of in clauses (i) through (xii) above which are created, incurred or assumed after the date of this Indenture (including those in connection with purchase money mortgages and Sale and Lease-back Transactions), provided that the aggregate amount of all outstanding Indebtedness indebtedness secured by Liens other than Permitted such Liens, or, in the case of Sale and Lease-back Transactions, the Value of such Sale and Lease-back Transactions, referred to in this clause (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) xiii), does not at such time exceed 515% of Consolidated Total Assets. (b) If at any time the Company or any Subsidiary shall create, incur, assume or suffer to exist any Lien and if paragraph (a) of this Section 1007 requires that the Securities be secured equally and ratably with the obligation or liability secured by such Liens, the Company will deliver to the Trustee (i) an Officers’ Certificate stating that the covenant of the Company contained in paragraph (a) of this Section 1007 has been complied with; and (ii) an Opinion of Counsel to the effect that such covenant has been complied with, and that any instruments executed by the Company in the performance of such covenant comply with the requirements of such covenant. In the event that the Company shall hereafter secure the Securities equally and ratably with any other obligation or liability pursuant to the provisions of this Section 1007, the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto.

Limitations on Liens. (a) The Company will notshall not at any time create, incur, assume or suffer to exist, and will shall not cause, suffer or permit any a Restricted Subsidiary to, to create, assumeincur, incur assume or guarantee suffer to exist, any Indebtedness secured by a mortgage, security interest, pledge, lien, charge Secured Debt without making effective provision (and the Company covenants that in such case it will make or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on cause to be made effective provision) whereby the date of issuance obligations of the Notes or thereafter acquired, unless the Notes are at least Company hereunder shall be secured equally and ratably secured with such secured Indebtedness (together withSecured Debt, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 Secured Debt shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)exist; provided, however, that the above restrictions this Section 5.07 shall not apply to prevent any of the following following: (the “Permitted Liens”): a) (i) Liens any Lien on any property hereafter acquired (including acquisition through merger or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (iiconsolidation) Liens on property or other assets existing at the time of acquisition constructed by the Company or any a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time ofSubsidiary and created contemporaneously with, or within 270 days twelve months after, the such acquisition of such property or in the case of real property, the completion of construction, the completion of improvements construction to secure or the beginning of substantial commercial operation of such real property provide for the purpose payment of financing all or any part of the purchase price of such real property, the construction thereof property or the making cost of improvements thereto; construction thereof, as the case may be; (ivii) Liens in any mortgage on property (including any unimproved portion of partially improved property) of the Company’s favor Company or in favor a Restricted Subsidiary created within twelve months of completion of construction of a new plant or plants on such property to secure all or part of the cost of such construction; or (iii) the acquisition of property subject to any Lien upon such property existing at the time of acquisition thereof, whether or not assumed by the Company or such Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vib) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with capital stock hereafter acquired by the Company or any Restricted Subsidiary or existing at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety acquisition thereof; provided that the aggregate cost to either the Company or any and its Restricted Subsidiary, provided that Subsidiaries of all capital stock subject to such Lien was Liens does not incurred in anticipation exceed 10% of the merger or consolidation or sale, lease or other dispositionShareowners’ Equity; (viic) Liens arising in connection with any Lien securing Debt of a corporation which is a successor to the financing Company to the extent permitted by Section 5.06; or securing Debt of accounts receivable by a Restricted Subsidiary outstanding at the time it became a Restricted Subsidiary; or securing Debt of any Person outstanding at the time it is merged with, or all or substantially all of its properties are acquired by, the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time such Lien does not extend to any such other properties of the Company or any Restricted Subsidiary; or existing on the property or on the outstanding shares or Debt of a corporation at the time it becomes a Restricted Subsidiary; or created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing shall not exceed $150,000,000; andarrangement between the Company or any Restricted Subsidiary and any Federal, State or municipal government or other governmental body or agency; (viiid) extensionsany Lien created in connection with any extension, renewals renewal or replacements refunding (or successive extensions, renewals or replacements) refundings), in whole or in part part, of any Debt secured by a Lien referred to in permitted by the foregoing provisions of this Section 2.8 without increase of 5.07 upon the principal of the Indebtedness same property theretofore subject thereto (plus any premium improvements on such property); provided that the amount of such Debt outstanding at that time shall not be increased; (e) Liens or fee payable deposits made in connection with contracts (which term includes subcontracts under such contracts) with or made at the request of the United States or any department or agency thereof, insofar as such extensionLiens or deposits relate to property manufactured, renewal installed or replacement) secured constructed by or to be supplied by, or property furnished to, the LienCompany or a Restricted Subsidiary pursuant to, or to enable the performance of, such contracts, or property the manufacture, installation, construction or acquisition of which is financed pursuant to, or to enable the performance of, such contracts; providedor deposits or Liens, howevermade pursuant to such contracts, that of or upon moneys advanced or paid pursuant to, or in accordance with the provisions of, such contracts, or of or upon any Permitted Liens shall not extend materials or supplies acquired for the purpose of the performance of such contracts; or the assignment or pledge, to or cover any property the extent permitted by law, of the right, title and interest of the Company or that a Restricted Subsidiary in and to any such contract, or in and to any payments due or to become due thereunder, to secure Debt incurred for funds or other property supplied, constructed or installed for or in connection with the performance by the Company or such Restricted Subsidiary of its obligations under such contracts; (f) mechanics’, materialmen’s, carriers’ or other like Liens, and pledges or deposits made in the ordinary course of business to obtain the release of any such Liens or the release of property in the possession of a common carrier; good faith deposits in connection with tenders, leases of real estate or bids or contracts (other than contracts involving the borrowing of money); pledges or deposits to secure public or statutory obligations; deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; and deposits to secure the payment of taxes, assessments, customs duties or other similar charges; (g) any Lien 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 regulation, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege or license, or to enable the Company or a Restricted SubsidiarySubsidiary to maintain self-insurance or to participate in any arrangements established by law to cover any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters; (h) any Liens for taxes, assessments or other governmental charges or levies not at the time due, or the validity of which is being contested in good faith; (i) judgment Liens, so long as the case may befinality of such judgment is being contested in good faith and execution thereon is stayed; (j) easements or similar encumbrances, other than the existence of which does not impair the use of the property specified subject thereto for the purposes for which it is held or was acquired; (k) the landlord’s interest under any lease of property; (l) leases granted to others in the ordinary course of business; (m) Sale and Lease-Back Transactions to the extent permitted by Section 5.08; and (n) contracts for the manufacture, construction, installation or supply of property, products or services providing for a Lien upon advance, progress or partial payments made pursuant to such contracts and upon any material or supplies acquired, manufactured, constructed, installed or supplied in connection with the performance of such contracts to secure such advance, progress or partial payments. Notwithstanding the foregoing provisions of this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing5.07, the Company and any one or more Restricted Subsidiary Subsidiaries may create, assumeincur, incur assume or guarantee Indebtedness secured by a Lien without equally suffer to exist Secured Debt which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other Secured Debt of the Company and ratably securing its Restricted Subsidiaries which would otherwise be subject to the Notes; providedforegoing restrictions (not including Secured Debt permitted under clauses (a) through (n) above) and the aggregate value of the Sale and Lease-Back Transactions (as defined in Section 5.08) in existence at such time (not including Sale and Lease-Back Transactions the proceeds of which have been or will be applied in accordance with clause (ii) of Section 5.08), that does not at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 510% of Consolidated Total AssetsShareowners’ Equity.

Limitations on Liens. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, create, assume, create or incur any Lien that secures indebtedness for borrowed money (including guarantees of indebtedness for borrowed money) on any shares of capital stock of a Restricted Subsidiary or guarantee any Indebtedness secured by Principal Property of the Company or a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”)Subsidiary, whether such shares of capital stock of a Restricted Subsidiary or Principal Property are owned on at the date of issuance of the Notes Issue Date or thereafter acquiredacquired thereafter, unless the Company secures, or causes such Restricted Subsidiary to secure the Outstanding Notes are at least equally and ratably with (or at the Company’s option, prior to) all indebtedness secured with by such secured Indebtedness (together withLien; provided, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders Holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 5.1(a) shall provide by its terms that such Lien will be automatically and unconditionally released and discharged upon the release and discharge of such Lien securing indebtedness for borrowed money that resulted in the Lien securing such other Indebtedness)on the Outstanding Notes; provided, however, that the above restrictions this Section 5.1 shall not apply to in the following (the “Permitted Liens”):case of: (i) Liens on property or other assets the creation of any Person Lien on any shares of capital stock of a Subsidiary or any Principal Property acquired after the Issue Date (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 180 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any Lien upon any shares of capital stock of a Subsidiary or any Principal Property acquired after the Issue Date existing at the time of such Person becomes acquisition, or the acquisition of any shares of capital stock of a Restricted SubsidiarySubsidiary or any Principal Property subject to any Lien without the assumption thereof, provided that every such Lien was not incurred referred to in anticipation this clause (i) shall attach only to the shares of such Person becoming capital stock of a Restricted SubsidiarySubsidiary or any Principal Property so acquired and fixed improvements on that Principal Property; (ii) Liens any Lien on property any shares of capital stock of a Subsidiary or other assets any Principal Property existing at on the time Issue Date; (iii) any Lien on any shares of acquisition by capital stock of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in any Lien on any Principal Property being constructed or improved securing indebtedness to finance the Company’s favor construction or in favor improvements of a Restricted Subsidiarythat property; (v) Liens existing on the date of issuance current assets of the NotesCompany to secure indebtedness to the Company that mature within twelve months from the creation thereof and that are made in the ordinary course of business; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other dispositionsecuring Hedging Obligations; (vii) Liens arising resulting from the deposit of funds or evidences of indebtedness in connection with trust for the financing purpose of accounts receivable by defeasing indebtedness of the Company or any a Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensionsany renewal of, renewals refinancing of or replacements (or successive extensionssubstitution for any Lien, renewals or replacements) in whole or in part of permitted by any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness preceding clauses (plus any premium or fee payable in connection with any such extensioni) through (vii), renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as in the case may beof a Lien permitted under clause (i), other (ii) or (iv), the indebtedness secured is not increased more than such amount necessary to pay the property specified in this Section 2.8 fees and improvements expenses, including premiums, related to this propertysuch renewal, refinancing or substitution nor the Lien extended to any additional assets. (b) Notwithstanding the foregoingprovisions of paragraph (a) of this Section 5.1, the Company and or any Restricted Subsidiary may createcreate or assume Liens in addition to those permitted by paragraph (a) of this Section, assumeand renew, incur extend or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; providedreplace such Liens, provided that at the time of such creation, assumption, incurrence renewal, extension or guaranteereplacement, and after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retiredthereto, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Exempted Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Liens. (a) The Company Borrower will not, and will not permit any Restricted Consolidated Subsidiary to, create, assumeincur, incur assume or guarantee permit to exist any Indebtedness secured Lien on any property or asset now owned or hereafter acquired by a mortgageit, security interestor assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, pledge, lien, charge except: (a) Permitted Encumbrances; (b) any Lien on any property or other encumbrance upon asset of the Borrower or any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned Consolidated Subsidiary existing on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally hereof and ratably secured with such secured Indebtedness set forth in Schedule 5.08; provided that (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notesi) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to any other property or asset of the following Borrower or any Consolidated Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the “Permitted Liens”):date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (ic) Liens any Lien existing on any property or other assets asset prior to the acquisition thereof by the Borrower or any Consolidated Subsidiary or existing on any property or asset of any Person existing at that becomes a Consolidated Subsidiary after the date hereof prior to the time such Person becomes a Restricted Consolidated Subsidiary, ; provided that (i) such Lien was is not incurred created in anticipation contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Consolidated Subsidiary, as the case may be, (ii) such Lien shall not apply to any other than property or assets of the property specified in this Section 2.8 Borrower or any Consolidated Subsidiary and improvements to this property.(iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Consolidated Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (bd) Notwithstanding Liens on fixed or capital assets acquired, constructed or improved by the foregoing, the Company and Borrower or any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the NotesConsolidated Subsidiary; provided, provided that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding with respect to a Consolidated Subsidiary, such security interests secure Indebtedness secured permitted by Liens other than Permitted LiensSection 5.10, and (ii) such security interests and the Attributable Debt Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of all such construction or improvement (or are incurred to extend, renew or replace security interests and Indebtedness previously incurred in compliance with this clause), (iii) the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) Indebtedness secured thereby does not at exceed the cost of acquiring, constructing or improving such time exceed 5% fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Consolidated Total AssetsSubsidiary; and (e) other Liens securing obligations in an aggregate principal amount not exceeding $400,000,000.

Limitations on Liens. (a) The Company will Guarantor shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, createissue, assume, incur assume or guarantee any Indebtedness for borrowed money secured by a mortgage, security interest, pledge, lien, charge or other encumbrance any Lien upon any Principal Property or any shares of its stock or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date indebtedness of issuance any Subsidiary of the Notes Guarantor that owns or thereafter leases a Principal Property (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired, unless ) without making effective provision whereby the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company Guarantor shall so determinesdetermine, any other Indebtedness or other obligation) shall be secured equally and ratably with (or, at the option of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to Guarantor, prior to) the Notes) Indebtedness so secured for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); providedsecured. The foregoing restrictions do not, however, that the above restrictions shall not apply to the following (the “Indebtedness secured by Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) . Notwithstanding the foregoing, the Company Guarantor and any Restricted Subsidiary may createits Subsidiaries may, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, issue, assume or guarantee secured Indebtedness that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and would otherwise be subject to the retirement foregoing restrictions in an aggregate principal amount that, together with all other such Indebtedness of any the Guarantor and its Subsidiaries that would otherwise be subject to the foregoing restrictions (including Indebtedness that is concurrently being retired, the sum of permitted to be secured under clause (i) under the definition of Permitted Liens but excluding Indebtedness permitted to be secured under clauses (ii) through (xiv) thereunder) and the aggregate amount of all Attributable Indebtedness deemed outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s with respect to Sale/Leaseback Transactions permitted by (other than those in connection with which the Guarantor has voluntarily retired any of the Notes, any Pari Passu Indebtedness or any Funded Indebtedness pursuant to clause (c) of Section 2.9(c) 1009 hereof), does not at such any one time exceed 515% of Consolidated Total Net Tangible Assets.

Limitations on Liens. (a) The So long as any Notes remain outstanding, the Company will not, directly or indirectly, incur, and will not permit any Restricted Subsidiary of its Subsidiaries to, createdirectly or indirectly, assumeincur, incur or guarantee any Indebtedness secured by a mortgageLien upon any property or assets (including Capital Stock) of the Company, security interest, pledge, lien, charge or other encumbrance upon any of its Subsidiaries or upon any shares of stock or Indebtedness of any of its Restricted Subsidiaries’ properties Subsidiaries (whether such property, assets, shares of stock or Indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing, concurrently with or prior to the incurrence of any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, that the Notes or, in respect of Liens on the property or assets (a “Lien”)of any Subsidiary Guarantor, whether owned on the date Guarantee of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness Subsidiary Guarantor (together with, if the Company shall so determinesdetermine, any other Indebtedness of or guaranty guarantee by the Company Company, the Subsidiary Guarantors or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders their respective Subsidiaries ranking equally in right of payment with the Notes or the Guarantee) shall be secured equally and any other debt securities of any series issued pursuant ratably with (or, at the Company’s option, prior to) such Indebtedness to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)so secured; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):to: (i1) Liens on property property, shares of stock or other assets Indebtedness of any Person existing at the time such Person becomes a Restricted SubsidiarySubsidiary of the Company, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii2) Liens on property property, shares of stock or other assets Indebtedness existing at the time of acquisition thereof by the Company or a Subsidiary of the Company or any of its Subsidiaries (which may include property previously leased by the Company or any Restricted Subsidiary, of its Subsidiaries and leasehold interests on such property; provided that such Lien was not incurred in anticipation of such the lease terminates prior to or upon the acquisition; (iii) or Liens on property property, shares of stock or assets Indebtedness to secure the payment of all or any part of the purchase price thereof, or Liens on property, shares of stock or Indebtedness to secure any Indebtedness for borrowed money incurred prior to, at the time of, or within 270 days 18 months after, the latest of the acquisition of such property or thereof, or, in the case of real property, the completion of construction, the completion of improvements or the beginning commencement of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of thereof, such real property, the construction thereof or the making of improvements theretosuch improvements; (iv3) Liens in securing Indebtedness of any of the Company’s favor Subsidiaries or in favor of a Restricted Subsidiarythe Company owing to the Company or any of its Subsidiaries; (v4) Liens existing on the date of issuance of the NotesIssue Date; (vi5) Liens on property or other assets of a Person existing at the time the such Person is merged into or consolidated with the Company or any Restricted of its Subsidiaries, at the time such Person becomes a Subsidiary of the Company or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, of its Subsidiaries; provided that such Lien was not incurred in anticipation of the merger or consolidation such merger, consolidation, or sale, lease or other dispositiondisposition or other transaction; (vii6) Liens arising created in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time a project financed with, and created to any such financing shall not exceed $150,000,000; andsecure, a Nonrecourse Obligation; (viii7) extensionsLiens securing all of the Notes or the Guarantees; or (8) any extension, renewals renewal or replacements replacement (or successive extensions, renewals or replacements) ), in whole or in part part, of any Lien referred to in this Section 2.8 the foregoing clauses (1) to (7), inclusive, without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lienthereby; provided, however, that any Permitted Liens permitted by any of the foregoing clauses (1) to (7), inclusive, shall not extend to or cover any property of the Company or that any of any Restricted Subsidiaryits Subsidiaries, as the case may be, other than the property specified in this Section 2.8 such clauses and improvements to this propertythereto. (b) Notwithstanding the foregoingforegoing provisions of this Section 4.2, the Company and any Restricted Subsidiary its Subsidiaries may create, assume, incur or guarantee Indebtedness secured by a Lien Liens which would otherwise be subject to the foregoing restrictions without equally and ratably securing the Notes; provided, that at or in respect of Liens on any Subsidiary Guarantor’s property or assets, the time Guarantee of such creation, assumption, incurrence or guarantee, Subsidiary Guarantor; provided that after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retiredthereto, the sum of (i) the aggregate amount of all outstanding Indebtedness so secured by Liens other than Permitted Liens(not including Liens permitted under clauses (1) through (8) of Section 4.2(a)), and (ii) the together with all Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by outstanding pursuant to Section 2.9(c4.3(b) does not at such the time exceed 510% of the Consolidated Total AssetsNet Assets of the Company.

Limitations on Liens. (a) The Company Section 3.9 of the Original Indenture shall be superseded in its entirety by the following language with respect to, and solely for the benefit of the Holders of the Notes; provided that this Section 5.1 shall not become part of the terms of any other series of Securities: “So long as any of the Notes remain outstanding, the Issuer will not, and it will not permit any Restricted Consolidated Subsidiary to, create, assume, incur create or guarantee assume any Indebtedness for borrowed money that is secured by a mortgage, security interest, pledge, lien, charge security interest or other encumbrance lien (the “Liens”) of or upon Principal Property of the Issuer or any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”)Consolidated Subsidiary, whether now owned or hereafter acquired, or any shares of stock or debt of any Consolidated Subsidiary, without equally and ratably securing the Notes by a lien ranking ratably with and equal to such secured Indebtedness. The foregoing restriction does not apply to: (a) Liens existing on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):Original Indenture; (ib) Liens on property or other any assets of any Person person existing at the time such Person it becomes a Restricted Consolidated Subsidiary, provided that such Lien was not incurred created in anticipation contemplation of such Person person becoming a Restricted Consolidated Subsidiary; (iic) Liens on property or other any assets existing at the time the Issuer or a Consolidated Subsidiary acquires such assets, or to secure the payment of acquisition the purchase price for such assets, or to secure Indebtedness incurred or guaranteed by the Company Issuer or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation a Consolidated Subsidiary for the purpose of financing the purchase price of such acquisition; assets (iii) Liens on property incurred or assets guaranteed prior to secure any Indebtedness incurred prior to, at the time of, or within 270 180 days afterafter such acquisition), the acquisition of such property or or, in the case of real property, construction or improvements thereon, provided that the completion Lien shall not apply to any assets theretofore owned by the Issuer or a Consolidated Subsidiary other than in the case of constructionany such construction or improvements, the completion of improvements or the beginning of substantial commercial operation of such any real property for the purpose of financing all or any part of the purchase price of such real property, on which the construction thereof or the making of improvements theretoimprovement is located; (ivd) Liens securing Indebtedness owed by any Consolidated Subsidiary to the Issuer or to another Consolidated Subsidiary; (e) Liens on any assets of the Issuer or a Consolidated Subsidiary in favor of the Company’s favor United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof, or in favor of a Restricted Subsidiaryany other country, or political subdivision thereof, to secure certain partial, progress, advance or other payments pursuant to any contract, statute, treaty or regulation; (vf) Liens existing on for certain taxes or assessments, landlord’s Liens and Liens and charges incidental to the date of issuance conduct of the Notes; (vi) Liens on property Issuer’s business, or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition ownership of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was Issuer’s assets which were not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing borrowing of accounts receivable by money and which do not, in the Company Issuer’s opinion, materially impair the use of such assets in the Issuer’s operations or the value of the assets for its purposes; (g) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operations of the business of such person; (h) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; andits Consolidated Subsidiaries; (viiii) extensionsLiens in favor of the Issuer; (j) any extension, renewals renewal or replacements replacement (or successive extensions, renewals or replacements) in whole or in part part, of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness above; or (plus k) any premium or fee payable in connection with any such extension, renewal or replacement) secured Lien that would not otherwise be permitted by the Lien; providedforegoing clauses (a) through (j), howeverinclusive, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiarysecuring Indebtedness which, as the case may be, other than the property specified in this Section 2.8 and improvements to this property.together with: (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate outstanding principal amount of all outstanding other Indebtedness of the Issuer and its Consolidated Subsidiaries secured by Liens other than Permitted Lienson Principal Properties which would otherwise be subject to the foregoing restrictions, and and (ii) the aggregate Attributable Debt of all sale and lease-back transaction which would be subject to the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) foregoing restrictions absent this clause, does not at such time exceed 5the greater of $500.0 million or 15% of Consolidated Total AssetsNet Worth.”

Limitations on Liens. (a) The If the terms of a particular series of Securities so provide as contemplated by Section 301(12), so long as any Securities of such series remain outstanding, the Company will notnot itself, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, incur guarantee or guarantee otherwise become liable for or suffer to exist any Indebtedness Debt secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon Lien on (i) any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance Principal Property of the Notes Company or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness of any Subsidiary or (together with, if the Company so determines, ii) any other Indebtedness shares of capital stock or guaranty Debt of any Subsidiary (which Debt is then held by the Company or any Subsidiary), without making effective provision whereby the Securities of such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) series Outstanding hereunder shall be secured equally and ratably with such secured Debt for so long as such other Indebtedness is secured Debt shall be so secured, unless immediately thereafter, after giving effect thereto, the aggregate amount of all such secured (and any Lien created for the benefit Debt plus all Attributable Debt of the holders Company and its Subsidiaries in respect of Sale and Leaseback Transactions (as defined in Section 1009, but excluding leases exempt from the Notes and any other debt securities prohibition of any series issued pursuant to the Indenture and having the benefit Section 1009 by Clauses (2) through (6) thereof) would not exceed 10% of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)Consolidated Net Tangible Assets; provided, however, that the above restrictions this Section shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (1) Liens on, and limited to, property of or shares of capital stock or Debt of any corporation existing at the date hereof or at the time such corporation becomes a Subsidiary (unless such Liens were created in contemplation of such corporation becoming a Subsidiary); (2) Liens in favor of the Company or any Wholly-owned Subsidiary; (3) Liens in favor of any governmental body to the following (the “Permitted Liens”):secure progress, advance or other payments pursuant to any contract or provision of any statute; (i) Liens on if made in the ordinary course of business, any Lien as security for the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, deferred purchase price of property or other assets services, an advance of moneys or the securing of Debt, (ii) any Lien with any governmental agency required or permitted to qualify the Company or any Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any Person existing law pertaining to workmen’s compensation, employment insurance, old age pensions, social security or similar matters, (iii) any mechanics Liens, landlord Liens or statutory Liens securing obligations incurred in the ordinary course of business not overdue or being contested in good faith by appropriate proceedings and not incurred directly or indirectly in connection with the borrowing of money, deferred purchase price of property or services or an advance of moneys, or (iv) easements, exceptions, reservations or other similar encumbrances on real property that do not materially interfere with the operation of such property or impair the value of such property for the purposes for which such property is or may reasonably be expected to be used by the Company or its Subsidiaries; (5) Liens for taxes, assessments or governmental charges or levies if such taxes, assessments, governmental charges or levies shall not at the time such Person becomes a Restricted Subsidiarybe due and payable, or if the same thereafter can be paid without penalty, or if the same are being contested in good faith by appropriate proceedings; (6) Liens created by or resulting from any litigation or legal proceeding which at the time is currently being contested in good faith by appropriate proceedings; Liens arising out of judgments or awards as to which the time for prosecuting an appeal or proceeding for review has not expired, or Liens arising out of individual final judgments or awards in amounts of less than $100,000, provided that the aggregate amount of all such Lien was individual final judgments or awards in amounts of less than $100,000 at any one time shall not incurred in anticipation of such Person becoming a Restricted Subsidiaryexceed $1,000,000; (ii7) Liens on on, and limited to, property (including leasehold estates) or other assets shares of capital stock or Debt, existing at the time of acquisition by thereof (including acquisition through merger or consolidation) or to secure the Company payment of all or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation part of such acquisition; (iii) Liens on property the purchase price thereof or assets the cost of construction thereon or to secure any Indebtedness Debt incurred prior to, at the time of, or within 270 360 days after, after the acquisition latest of such property or in the case of real propertyacquisition, the completion of construction, the completion of improvements construction or the beginning commencement of substantial commercial full operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements theretosuch construction thereon; (iv) 8) Liens securing obligations issued by a state, territory or possession of the United States, or any political subdivision of any of the foregoing or the District of Columbia, to finance the acquisition or construction or development of property, and on which the interest is not, in the Company’s favor opinion of tax counsel of recognized standing or in favor of accordance with a Restricted Subsidiary; ruling issued by the Internal Revenue Service, includible (vin whole or in part) Liens existing on the date of issuance in gross income of the Notes; holder by reason of Section 103(a) (vi1) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company Internal Revenue Code of 1986, as amended (or any Restricted Subsidiary or successor to such provision) as in effect at the time of a sale, lease or other disposition the issuance of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other dispositionobligations; (vii9) Liens arising created in connection with the financing of accounts receivable by the Company or any Restricted Subsidiarya project financed with, and created to secure, a Nonrecourse Obligation; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; andor (viii10) extensionsany extension, renewals renewal or replacements replacement (or successive extensions, renewals or replacements) in ), as a whole or in part part, of any Lien referred to in this Section 2.8 without increase of the principal of foregoing Clauses (1) through (9), to the Indebtedness (plus any premium or fee payable in connection with any extent the Debt secured by such Lien is not increased from the amount originally so secured, provided that such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens replacement Lien shall not extend be limited to all or cover any property a part of the Company same property or shares of capital stock or Debt that of any Restricted Subsidiarysecured the Lien extended, as the case may be, other than the property specified in this Section 2.8 and renewed or replaced (plus improvements to this on such property). (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Liens. Neither the Borrower nor any of its Significant Subsidiaries will create or assume or permit to exist any Lien in respect of any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Significant Subsidiary, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets; provided that the provisions of this Section shall not prevent or restrict the creation, assumption or existence of: (a) The Company will notany Lien in respect of any such property or assets of any Significant Subsidiary of the Borrower to secure indebtedness owing by it to the Borrower or any Wholly Owned Subsidiary of the Borrower; or (b) Liens (including capital leases) in respect of property acquired by the Borrower or any Significant Subsidiary thereof, to secure the purchase price, or the cost of construction and will not permit any Restricted Subsidiary development, of such property (or to secure indebtedness incurred prior to, createat the time of, assumeor within 120 days after the later of the acquisition of such property and the commencement of operation of such property, incur in each case for the purpose of financing the acquisition, or guarantee any Indebtedness secured by a mortgagethe cost of construction and development, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”such property), whether owned or Liens existing on any such property at the date time of issuance acquisition of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty property by the Company Borrower or such Restricted Subsidiary then existing Significant Subsidiary, whether or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and assumed, or any Lien created for the benefit in respect of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation Subsidiary of such Person becoming a Restricted Subsidiary; (ii) Liens on property the Borrower; or other assets existing at the time of acquisition by the Company or agreements to acquire any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time ofunder conditional sale agreements or other title retention agreements, or within 270 days after, the acquisition capital leases in respect of such property or in the case of real any other property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that (A) the uncollected aggregate principal amount of account receivables subject at any time to Indebtedness secured by all Liens in respect of any such financing property shall not exceed $150,000,000; and the cost (viii) extensions, renewals as determined by the board of directors or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase analogous governing body of the principal of the Indebtedness (plus any premium Borrower or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Significant Subsidiary, as the case may be, other than ) of such property at the time of acquisition thereof or (x) in the case of property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoingcovered by a capital lease, the Company fair market value (together with any customary fees and any Restricted Subsidiary may createexpenses incurred in connection therewith), assumeas so determined, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that of such property at the time of such creationtransaction, assumptionor (y) in the case of a Lien in respect of property existing at the time such Person becomes a Subsidiary of the Borrower the fair market value (together with any customary fees and expenses incurred in connection therewith), incurrence as so determined of such property at such time), and (B) at the time of the acquisition of the property by the Borrower or guaranteesuch Significant Subsidiary, after giving effect or at the time such Person becomes a Subsidiary of the Borrower, as the case may be, every such Lien shall apply and attach only to the property originally subject thereto and to the retirement fixed improvements constructed thereon; or (c) modifications, replacements, refundings or extensions of any Indebtedness that is concurrently being retiredLien permitted in subsection (b), (e), (l) or (m) hereof for amounts not exceeding the sum of (a) the lesser of (i) the principal or committed amount (whichever is larger) of the Indebtedness so refunded or extended or (ii) the fair market value (as determined by the board of directors (or analogous governing body) of the Borrower or such Significant Subsidiary, as the case may be) of the property theretofore subject to such Lien, in each case at the time of such refunding or extension and (b) any customary fees and expenses incurred in connection therewith; provided that such Lien shall apply only to the same property theretofore subject to the same and fixed improvements constructed thereon; or (d) sales subject to understandings or agreements to repurchase; provided that the aggregate sales price for all such sales (other than sales to any governmental instrumentality in connection with such instrumentality’s issuance of indebtedness, including without limitation industrial development bonds and pollution control bonds, on behalf of the Borrower or any Significant Subsidiary thereof) made in any one calendar year shall not exceed $50,000,000 in the aggregate for the Borrower and its Significant Subsidiaries; or (e) Liens on Receivables Facility Assets in respect of any Permitted Receivables Financing; or (f) any Lien not otherwise permitted hereunder (whenever incurred) on assets owned by the Borrower or any Subsidiary thereof in an aggregate amount not to exceed at any one time outstanding the greater of 10% of the Borrower’s Net Tangible Assets or 10% of Capitalization; or (g) leases (other than capital leases) now or hereafter existing and any renewals and extensions thereof under which the Borrower or any Significant Subsidiary thereof may acquire or dispose of any property, subject, however, to the terms of Section 5.09; or (h) Liens in respect of any Permitted Sale Leasebacks; or (i) any Lien in existence on the Closing Date and set forth on Schedule 5.10 and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) does not secure an aggregate amount of all outstanding Indebtedness Indebtedness, if any, greater than that secured by Liens other than Permitted Liens, on the Closing Date and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% encumber any property other than the property subject thereto on the Closing Date; or (j) the pledge of Consolidated Total Assetscurrent assets, in the ordinary course of business, to secure current liabilities; or (k) Permitted Encumbrances; or (l) [Reserved]; or (m) any Lien incurred in connection with the issuance of Qualified Transition Bonds; or (n) Liens under the Mortgage securing the Obligations (as defined in the Mortgage) permitted to be secured under the Mortgage (as in effect on the date hereof); or (o) any Lien granted pursuant to Section 1007 of the Indentures in favor of the trustee thereunder (or any similar Lien granted under any other indentures in favor of the trustee thereunder); or (p) Liens granted by the Borrower to secure duties or public or statutory obligations or to secure, or serve in lieu of, surety, stay on appeal bonds.

Limitations on Liens. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, create, assume, incur or guarantee suffer to exist any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”)Principal Property, whether owned or leased on the date of issuance of the Notes this Indenture or thereafter acquired, unless to secure any Debt of the Notes are at least Company or any other Person (other than the Securities issued hereunder), without in any such case making effective provision whereby all of the Securities Outstanding hereunder shall be secured equally and ratably secured with such secured Indebtedness (together with, if or prior to, such Debt so long as such Debt shall be so secured. This restriction shall not apply to: (i) any Lien upon any property or assets of the Company so determinesor any Restricted Subsidiary in existence on the date of this Indenture or created pursuant to an "after-acquired property" clause or similar term in existence on the date of this Indenture or any mortgage, pledge agreement, security agreement or other similar instrument in existence on the date of this Indenture; (ii) any other Indebtedness Lien upon any property or assets created at the time of acquisition of such property or guaranty assets by the Company or such any Restricted Subsidiary then existing or thereafter created that is not subordinated within one year after such time to secure all or a portion of the Notespurchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or within one year of such acquisition; (iii) for so long as such other Indebtedness is so secured (and any Lien created for upon any property or assets existing thereon at the benefit time of the holders of acquisition thereof by the Notes and Company or any other debt securities of Restricted Subsidiary (whether or not the obligations secured thereby are assumed by the Company or any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other IndebtednessRestricted Subsidiary); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (iiv) Liens on any Lien upon any property or other assets of any a Person existing thereon at the time such Person becomes a Restricted SubsidiarySubsidiary by acquisition, provided that such merger or otherwise; (v) the assumption by the Company or any Restricted Subsidiary of obligations secured by any Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of the acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation Subsidiary of such acquisition; (iii) Liens on the property or assets subject to such Lien or at the time of the acquisition of the Person which owns such property or assets; (vi) any Lien on property to secure any Indebtedness all or part of the cost of construction or improvements thereon or to secure Debt incurred prior to, at the time of, or within 270 days after, the acquisition one year after completion of such property construction or making of such improvements, to provide funds for any such purpose; (vii) any Lien on any oil, gas, mineral and processing and other plant properties to secure the payment of costs, expenses or liabilities incurred under any lease or grant or operating or other similar agreement in connection with or incident to the case of real propertyexploration, the completion of constructiondevelopment, the completion of improvements maintenance or the beginning of substantial commercial operation of such real property for the purpose of financing all or properties; (viii) any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor Lien arising from or in favor of connection with a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with conveyance by the Company or any Restricted Subsidiary or at the time of a saleany production payment with respect to oil, lease gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals, steam, timber or other disposition natural resources; (ix) any Lien in favor of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that (x) any Lien created or assumed by the uncollected amount Company or any Restricted Subsidiary in connection with the issuance of account receivables subject at Debt the interest on which is excludable from gross income of the holder of such Debt pursuant to the Internal Revenue Code of 1986, as amended, or any time to any such financing shall not exceed $150,000,000; and (viii) extensionssuccessor statute, renewals or replacements (or successive extensionsfor the purpose of financing, renewals or replacements) in whole or in part part, the acquisition or construction of any Lien referred property or assets to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured be used by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that any Subsidiary; (xi) any Lien upon property or assets of any foreign Restricted Subsidiary to secure Debt of that foreign Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.52

Limitations on Liens. (a) The Company will notshall not at any time create, incur, assume or suffer to exist, and will shall not cause, suffer or permit any a Restricted Subsidiary to, to create, assumeincur, incur assume or guarantee suffer to exist, any Indebtedness secured by a mortgage, security interest, pledge, lien, charge Secured Debt without making effective provision (and the Company covenants that in such case it will make or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on cause to be made effective provision) whereby the date of issuance obligations of the Notes or thereafter acquired, unless the Notes are at least Company hereunder shall be secured equally and ratably secured with such secured Indebtedness (together withSecured Debt, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 Secured Debt shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)exist; provided, however, that the above restrictions this Section 5.07 shall not apply to prevent any of the following (the “Permitted Liens”):following: (i) Liens any Lien on any property hereafter acquired (including acquisition through merger or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (iiconsolidation) Liens on property or other assets existing at the time of acquisition constructed by the Company or any a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time ofSubsidiary and created contemporaneously with, or within 270 days twelve months after, the such acquisition of such property or in the case of real property, the completion of construction, the completion of improvements construction to secure or the beginning of substantial commercial operation of such real property provide for the purpose payment of financing all or any part of the purchase price of such real property, the construction thereof property or the making cost of improvements thereto; construction thereof, as the case may be; (ivii) Liens in any mortgage on property (including any unimproved portion of partially improved property) of the Company’s favor Company or in favor a Restricted Subsidiary created within twelve months of completion of construction of a new plant or plants on such property to secure all or part of the cost of such construction; or (iii) the acquisition of property subject to any Lien upon such property existing at the time of acquisition thereof, whether or not assumed by the Company or such Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vib) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with capital stock hereafter acquired by the Company or any Restricted Subsidiary or existing at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety acquisition thereof; provided that the aggregate cost to either the Company or any and its Restricted Subsidiary, provided that Subsidiaries of all capital stock subject to such Lien was Liens does not incurred in anticipation exceed 10% of the merger or consolidation or sale, lease or other dispositionShareowners’ Equity; (viic) Liens arising in connection with any Lien securing Debt of a corporation which is a successor to the financing Company to the extent permitted by Section 5.06; or securing Debt of accounts receivable by a Restricted Subsidiary outstanding at the time it became a Restricted Subsidiary; or securing Debt of any Person outstanding at the time it is merged with, or all or substantially all of its properties are acquired by, the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time such Lien does not extend to any such other properties of the Company or any Restricted Subsidiary; or existing on the property or on the outstanding shares or Debt of a corporation at the time it becomes a Restricted Subsidiary; or created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing shall not exceed $150,000,000; andarrangement between the Company or any Restricted Subsidiary and any Federal, State or municipal government or other governmental body or agency; (viiid) extensionsany Lien created in connection with any extension, renewals renewal or replacements refunding (or successive extensions, renewals or replacements) refundings), in whole or in part part, of any Debt secured by a Lien referred to in permitted by the foregoing provisions of this Section 2.8 without increase of 5.07 upon the principal of the Indebtedness same property theretofore subject thereto (plus any premium improvements on such property); provided that the amount of such Debt outstanding at that time shall not be increased; (e) Liens or fee payable deposits made in connection with contracts (which term includes subcontracts under such contracts) with or made at the request of the United States or any department or agency thereof, insofar as such extensionLiens or deposits relate to property manufactured, renewal installed or replacement) secured constructed by or to be supplied by, or property furnished to, the LienCompany or a Restricted Subsidiary pursuant to, or to enable the performance of, such contracts, or property the manufacture, installation, construction or acquisition of which is financed pursuant to, or to enable the performance of, such contracts; providedor deposits or Liens, howevermade pursuant to such contracts, that of or upon moneys advanced or paid pursuant to, or in accordance with the provisions of, such contracts, or of or upon any Permitted Liens shall not extend materials or supplies acquired for the purpose of the performance of such contracts; or the assignment or pledge, to or cover any property the extent permitted by law, of the right, title and interest of the Company or that a Restricted Subsidiary in and to any such contract, or in and to any payments due or to become due thereunder, to secure Debt incurred for funds or other property supplied, constructed or installed for or in connection with the performance by the Company or such Restricted Subsidiary of its obligations under such contracts; (f) mechanics’, materialmen’s, carriers’ or other like Liens, and pledges or deposits made in the ordinary course of business to obtain the release of any such Liens or the release of property in the possession of a common carrier; good faith deposits in connection with tenders, leases of real estate or bids or contracts (other than contracts involving the borrowing of money); pledges or deposits to secure public or statutory obligations; deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; and deposits to secure the payment of taxes, assessments, customs duties or other similar charges; (g) any Lien 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 regulation, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege or license, or to enable the Company or a Restricted SubsidiarySubsidiary to maintain self-insurance or to participate in any arrangements established by law to cover any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters; (h) any Liens for taxes, assessments or other governmental charges or levies not at the time due, or the validity of which is being contested in good faith; (i) judgment Liens, so long as the case may befinality of such judgment is being contested in good faith and execution thereon is stayed; (j) easements or similar encumbrances, other than the existence of which does not impair the use of the property specified subject thereto for the purposes for which it is held or was acquired; (k) the landlord’s interest under any lease of property; (l) leases granted to others in the ordinary course of business; (m) Sale and Lease-Back Transactions to the extent permitted by Section 5.08; and (n) contracts for the manufacture, construction, installation or supply of property, products or services providing for a Lien upon advance, progress or partial payments made pursuant to such contracts and upon any material or supplies acquired, manufactured, constructed, installed or supplied in connection with the performance of such contracts to secure such advance, progress or partial payments. Notwithstanding the foregoing provisions of this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing5.07, the Company and any one or more Restricted Subsidiary Subsidiaries may create, assumeincur, incur assume or guarantee Indebtedness secured by a Lien without equally suffer to exist Secured Debt which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other Secured Debt of the Company and ratably securing its Restricted Subsidiaries which would otherwise be subject to the Notes; providedforegoing restrictions (not including Secured Debt permitted under clauses (a) through (n) above) and the aggregate value of the Sale and Lease-Back Transactions (as defined in Section 5.08) in existence at such time (not including Sale and Lease-Back Transactions the proceeds of which have been or will be applied in accordance with clause (ii) of Section 5.08), that does not at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 510% of Consolidated Total AssetsShareowners’ Equity.

Limitations on Liens. Suffer any Lien on the property of the Borrower or any of the Material Subsidiaries, except: (a) The Company will notLiens for taxes, assessments, governmental charges and will other similar obligations not permit any Restricted Subsidiary to, create, assume, incur yet due or guarantee any Indebtedness secured which are being contested in good faith by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiaryappropriate proceedings; (iib) Liens on property incidental to the conduct of its business or other the ownership of its assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was which were not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing borrowing of accounts receivable by money, and which do not in the Company aggregate materially detract from the value of its assets or any Restricted Subsidiary; provided that materially impair the uncollected amount use thereof in the operation of account receivables subject at any time to any such financing shall not exceed $150,000,000; andits business; (viiic) extensions, renewals or replacements Liens securing Indebtedness permitted by Section 6.1(b) if (or successive extensions, renewals or replacementsi) such Liens secure Indebtedness in whole or in part of any Lien referred to in this Section 2.8 without increase an amount no greater than cost of the principal acquisition, construction or improvement of the Indebtedness such property so financed (plus any premium or fee payable fees and expenses incurred in connection with any therewith); (ii) such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall do not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, Material Subsidiary other than the property specified so acquired, constructed or improved and, in the case of tangible assets, other property which is an improvement to or is acquired for specific use in connection with such acquired property or which is property being improved by such acquired property and (iii) such transaction does not otherwise violate this Section 2.8 Agreement; (d) Liens upon real and/or personal property, which property was acquired after the Closing Date (by purchase, construction or otherwise) by the Borrower or any of its Material Subsidiaries, each of which Liens existed on such property before the time of its acquisition and was not created in anticipation thereof; provided, however, that no such Lien shall extend to or cover any property of the Borrower or such Material Subsidiary other than the respective property so acquired and improvements thereon; (e) to this property. the extent not covered by clause (b) Notwithstanding above, Liens securing judgments which do not constitute an Event of Default; (f) Liens created under any Fundamental Document; (g) Liens existing on the foregoing, the Company Closing Date and any Restricted Subsidiary may create, assume, incur extensions or guarantee Indebtedness secured by a Lien without equally and ratably renewals thereof; (h) Liens securing (or covering property constituting the Notes; provided, that at the time source of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of payment for) any Indebtedness that is concurrently being retiredpermitted pursuant to clauses (d), the sum (h) or (j) of Section 6.1; (i) to the extent not covered by clause (h) above, Liens on equity interests or other securities issued by a Securitization Entity, securing (or covering property constituting the source of payment for) Securitization Indebtedness; and (j) other Liens securing obligations having an aggregate principal amount not to exceed the greater of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 515% of Consolidated Total AssetsNet Worth and $200,000,000. If the Borrower’s or the Material Subsidiary’s action or event meets the criteria of more than one of the types of Liens described in the clauses above, the Borrower in its sole discretion may classify such action or event in one or more clauses (including in part under one such clause and in part under another such clause).

Limitations on Liens. (a) The Company For so long as any Notes remain outstanding, neither the Issuer nor the Guarantor will notcreate or allow, and nor will not either the Issuer or the Guarantor permit any Restricted Subsidiary toto create or allow, createany lien, assumemortgage, incur or guarantee any Indebtedness secured by a mortgagepledge, security interest, pledge, lien, charge or other encumbrance upon (a "Lien") on any part of its or its Restricted Subsidiaries’ properties or assets Property (a “Lien”), whether owned on the date of issuance of as defined below) to secure any Indebtedness for borrowed money without providing that the Notes or thereafter acquired, unless the Notes are at least will be secured equally and ratably secured with or prior to such secured Indebtedness (together withIndebtedness, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other the Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of secured. However, this Section 2.8 shall provide by its terms that such Lien limitation will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): any Lien that: (i) Liens exists on property or other assets prior to the date of the Fiscal Agency Agreement; (ii) arises by operation of law and does not secure amounts that are more than 90 days overdue or are otherwise being contested in good faith; (iii) arises from any judgment that does not give rise to an event of default; (iv) exists over Property or shares of any Person existing at the time such Person Subsidiary (as defined below) which becomes a Restricted Subsidiary after the date of the Fiscal Agency Agreement, provided that the Lien was not created in contemplation of the Subsidiary becoming a Subsidiary; (v) exists over any Property as a security for indebtedness incurred to finance all or part of the price including costs such as increased costs due to escalation, interest during construction and similar costs of the acquisition of the Property, or (in the case of Property other than shares of any Subsidiary) the development, redevelopment, modification or improvement of the Property, and created within 180 days after the acquisition; (vi) exists over any Property which is acquired by the Issuer, the Guarantor or any Subsidiary, or Property or shares of any entity that merges into or consolidates with the Issuer, the Guarantor or any Subsidiary, provided that such the Lien was not created in contemplation of the transaction; (vii) is incurred to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other similar obligations incurred in anticipation the ordinary course of such Person becoming a Restricted Subsidiary; business; (iiviii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or is in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance federal government of the Notes; United States or the government of any state in the United States with respect to the Issuer and its Subsidiaries, or the government of the Federal Republic of Germany or any member state of the European Union or any other government with respect to the Guarantor's Subsidiaries (viother than the Issuer), or any instrumentality of any of them, securing obligations of the Issuer, the Guarantor, or any Subsidiary under any contracts or payments owed to any such entity, when the law requires that such obligations be so secured; (ix) Liens on property secures taxes or assessments or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or governmental charges, which, if overdue, are being contested diligently and in good faith; (x) was created on any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety Property to either the Company or any Restricted Subsidiary, provided that such Lien was not secure Indebtedness incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by such Property, the Company repayment of which is to be made from revenues arising out of, or other proceeds of realization from, such Property, with recourse to those revenues and proceeds and other Property used in connection with or forming the subject matter of such Property, but without recourse to the Issuer, the Guarantor or any Restricted Subsidiaryof their Subsidiaries; provided that the uncollected amount (xi) secures Indebtedness in respect of account receivables subject at any time interest rate agreement obligations or currency agreement obligations entered into to any such financing shall protect against fluctuations in interest rates or currency exchange rates and not exceed $150,000,000for speculative reasons; and (viiixii) extensionsconstitutes an extension, renewals renewal or replacements (or successive extensions, renewals or replacements) in whole or in part replacement of any Lien referred to in this Section 2.8 without increase above, for amounts not exceeding the principal amount of the principal of borrowed money secured by such Liens, provided that the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacementreplacement is limited to the same Property that secured the original Lien (plus improvements on the property); or (xiii) secured by is in the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property favor of the Company Issuer or that the Guarantor or a Subsidiary of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoingeither of them. The Issuer, the Company and Guarantor or any Restricted Subsidiary may create, assume, incur also create or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of allow Liens over any Indebtedness that is concurrently being retired, the sum of (i) Property so long as the aggregate amount of all outstanding Indebtedness for borrowed money secured by all Liens other than Permitted Liens, (excluding the amount of the indebtedness secured by the Liens described above) and (ii) the aggregate Attributable Debt (as defined below) of all the Company’s Sale/Sale and Leaseback Transactions permitted by Section 2.9(c(as defined below) does not at such time exceed 515% of the Consolidated Total AssetsNet Tangible Assets (as defined below) of the Guarantor.

Limitations on Liens. Suffer any Lien on the property of the Borrower or any of the Material Subsidiaries which principally transact business in the United States, except: (a) The Company will notdeposits under worker’s compensation, unemployment insurance and social security laws or to secure statutory obligations or surety or appeal bonds or performance or other similar bonds in the ordinary course of business, or statutory Liens of landlords, carriers, warehousemen, mechanics and materialmen and other similar Liens, in respect of liabilities which are not yet due or which are being contested in good faith, Liens for taxes not yet due and payable, and will Liens for taxes due and payable, the validity or amount of which is currently being contested in good faith by appropriate proceedings and as to which foreclosure and other enforcement proceedings shall not permit any Restricted Subsidiary to, create, assume, incur have been commenced (unless fully bonded or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets otherwise effectively stayed); (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated b) purchase money Liens granted to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for vendor or Person financing the benefit acquisition of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); providedproperty, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): plant or equipment if (i) Liens on property or other limited to the specific assets of any Person existing at the time such Person becomes a Restricted Subsidiaryacquired and, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real propertytangible assets, the completion of construction, the completion of improvements other property which is an improvement to or the beginning of substantial commercial operation of is acquired for specific use in connection with such acquired property or which is real property for being improved by such acquired property; (ii) the purpose of financing all or any part debt secured by such Lien is the unpaid balance of the purchase price acquisition cost of the specific assets on which the Lien is granted; and (iii) such real property, the construction thereof or the making of improvements theretotransaction does not otherwise violate this Agreement; (ivc) Liens in upon real and/or personal property, which property was acquired after the Company’s favor Closing Date (by purchase, construction or in favor of a Restricted Subsidiary; (votherwise) Liens existing on by the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company Borrower or any Restricted Subsidiary or at of its Material Subsidiaries, each of which Liens existed on such property before the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien its acquisition and was not incurred created in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiarythereof; provided that the uncollected amount of account receivables subject at any time to any no such financing Lien shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company Borrower or that of any Restricted Subsidiary, as the case may be, such Material Subsidiary other than the respective property specified in this Section 2.8 so acquired and improvements to this property.thereon; (bd) Notwithstanding the foregoingLiens arising out of attachments, the Company judgments or awards as to which an appeal or other appropriate proceedings for contest or review are promptly commenced (and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally as to which foreclosure and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of other enforcement proceedings (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and shall not have been commenced (unless fully bonded or otherwise effectively stayed) or (ii) in any event shall be promptly fully bonded or otherwise effectively stayed); (e) Liens created under any Fundamental Document as contemplated by this Agreement; (f) Liens securing Indebtedness of any Material Subsidiary to the Attributable Debt Borrower; (g) Liens covering only the property or assets of all any Special Purpose Vehicle Subsidiary and securing only such Indebtedness of such Special Purpose Vehicle Subsidiary as is permitted under Section 6.1(g) hereof; (h) other Liens incidental to the Company’s Sale/Leaseback Transactions conduct of its business or the ownership of its property and other assets, which do not secure any Indebtedness and did not otherwise arise in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the aggregate, materially detract from the value of its property or other assets or materially impair the use thereof in the operation of its business; (i) to the extent not otherwise permitted by this Section 6.4, Liens existing on the Closing Date listed on Schedule 6.4 hereto and any extensions or renewals thereof; (j) Liens securing indebtedness in respect of one or more asset securitization transactions, which indebtedness is not reported on a consolidated balance sheet of the Borrower and its Subsidiaries, covering only the assets securitized in the asset securitization transaction financed by such indebtedness and the capital stock of any special purpose vehicle the sole purpose of which is to effectuate such asset securitization transaction; (k) other Liens securing obligations having an aggregate principal amount not to exceed $150,000,000; (l) Liens securing Indebtedness permitted by Section 2.9(c6.1(j); (m) does not at Liens on cash of Atrium Insurance Corporation in connection with its reinsurance business; (n) Liens securing Indebtedness and related obligations of an Asset Securitization Subsidiary in respect of one or more asset securitization transactions, which Indebtedness is reported on a consolidated balance sheet of the Borrower and its Subsidiaries, covering only the assets securitized in the asset securitization transaction financed by such time exceed 5% Indebtedness and, if an Asset Securitization Subsidiary is of Consolidated Total Assetsthe type described in clause (i) of the definition of “Asset Securitization Subsidiary”, the capital stock of such Asset Securitization Subsidiary; and (o) Liens on mortgages and related assets securing obligations to the extent such obligations are permitted by Section 6.1(i).

Limitations on Liens. (a) The Company will notOther than as expressly permitted by the Transaction Documents, Tower Operator agrees that, during the Term, it shall not directly or indirectly, without the written consent of the applicable AT&T Lessor, which consent shall not be unreasonably conditioned, withheld or delayed, incur, grant or permit to exist (and shall cause its Affiliates, contractors and their subcontractors, and will shall use commercially reasonable efforts to cause Tower Subtenants and their contractors and subcontractors, not to incur, grant or permit to exist) any Restricted Subsidiary toLiens against any Site or any part of any Site (other than Tower Operator Permitted Liens). If any such Lien created or permitted by Tower Operator (other than Tower Operator Permitted Liens) is filed against all or any part of any Site without the applicable AT&T Lessor’s or AT&T Ground Lease Party’s prior written consent, create, assume, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets Lien described in clauses (a “Lien”i), whether owned on the date of issuance (ii) or (viii) of the Notes definition of “Tower Operator Permitted Lien” ceases to be a Tower Operator Permitted Lien by reason of the commencement of a foreclosure, distraint, sale or thereafter acquiredsimilar proceeding, unless Tower Operator shall be required to cause such Lien to be discharged by payment, satisfaction or posting of bond within 30 days after Tower Operator has obtained knowledge of such Lien (and in any event prior to any loss or forfeiture) except as expressly permitted in connection with a contest of such Lien in accordance with Section 14(b). If Tower Operator fails to cause any Lien not being contested as provided in Section 14(b) (other than Tower Operator Permitted Liens) to be discharged within the Notes are at least equally permitted time and ratably secured with a Risk of Forfeiture exists as a result of such secured Indebtedness (together withLien, if the Company so determinesapplicable AT&T Lessor or AT&T Ground Lease Party may cause it to be discharged and may pay the amount of such Lien in order to do so, any other Indebtedness and shall be reimbursed therefor by Tower Operator within 10 days after such payment. For the avoidance of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated doubt, and notwithstanding anything to the Notescontrary in this Agreement, nothing herein shall in any way affect or impair (i) for Tower Operator’s ability to incur, grant or permit to exist any Liens on any revenue, rents, issues or profits derived from the Sites (including under or pursuant to any Collocation Agreements) or (ii) the ability of any parent company of Tower Operator to pledge any equity interests in Tower Operator. (b) To the extent not prohibited under any applicable Ground Lease, Tower Operator may, at Tower Operator’s sole cost and expense, in its own name and on its own behalf or in the name of and on behalf of the applicable AT&T Lessor, diligently and in good faith, contest any claim of Lien and, in the event of any such contest, may permit such claim of Lien so long as contested to remain unpaid, unsatisfied and undischarged during the period of such other Indebtedness is so secured (contest and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that appeal from such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)contest; provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property if a Risk of Forfeiture exists by virtue of or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation by reason of such Person becoming a Restricted Subsidiary; (ii) Liens on property claim of Lien, such claim shall be complied with as promptly as practicable, but in any event prior to any loss or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior toforfeiture. Each AT&T Lessor, at the time ofsole cost and expense of Tower Operator, or within 270 days after, the acquisition of such property or shall use commercially reasonable efforts to cooperate fully with Tower Operator in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this propertycontest. (bc) Notwithstanding Any Secured Tower Operator Loan (including any Mortgage executed in connection therewith) shall be subject to each and every term, covenant, condition, agreement, requirement, restriction and provision set forth in this Agreement. Tower Operator shall notify AT&T Lessors in writing promptly following the foregoingsatisfaction, the Company and any Restricted Subsidiary may create, assume, incur repayment or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement termination of any Indebtedness Secured Tower Operator Loan that is concurrently being retired, has been afforded the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by protections set forth in Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets21.

Limitations on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, createallow any Lien on any of the Company’s or its Subsidiaries’ property or assets (which includes capital stock) securing Indebtedness, assumeunless the Lien secures the Notes equally and ratably with, incur or guarantee prior to, any such Indebtedness secured by a mortgagesuch Lien, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant secured, subject to the Indenture and having the benefit of certain exceptions described in this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions 3.02. This Section 3.02 shall not apply to secured debt which the following (Company or its Subsidiaries may issue, assume, guarantee or permit to exist up to 10% of the “Permitted Liens”):value of the consolidated total assets of the Company as shown on, or computed from, the most recent quarterly or annual balance sheet prepared in accordance with GAAP and filed by the Company with the Commission or provided to the Trustee. In addition, this Section 3.02 shall not apply to: (i1) Liens securing Indebtedness and other obligations under any senior bank financing of the Company or any of its Subsidiaries, including Guarantees of Indebtedness and other obligations under such senior bank financings, in an amount of up to 20% of the sum of the total consolidated current assets and net property, plant and equipment of the Company as shown on, or computed from, the most recent quarterly or annual balance sheet prepared in accordance with GAAP and filed by the Company with the Commission or provided to the Trustee; (2) Liens existing on the Issue Date; (3) Liens on property that exist when the Company acquires the property that secure payment of the purchase price of the property; (4) Liens securing debt that any Subsidiary of the Company owes to the Company or to any other Subsidiary of the Company; (5) Liens on property, shares of stock or Indebtedness of any entity that exists when (a) it becomes a Subsidiary of the Company, (b) it is merged into or consolidated with the Company or any of its Subsidiaries, or (c) the Company or any of its Subsidiaries acquires all or substantially all of the assets of the entity, provided that no such Lien extends to any other property of the Company or any of its Subsidiaries; (6) Liens on property to secure debt incurred for development or improvement of the property; (7) Liens securing (a) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the securing of debt), (b) contingent obligations on surety and appeal bonds and (c) other similar nondelinquent obligations, in each case incurred in the ordinary course of business; (8) Liens securing purchase money Indebtedness or Capital Lease Obligations, provided that (a) any such Lien attaches to the property within 270 days after the acquisition thereof and (b) such Lien attaches solely to the property so acquired; (9) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit account or other assets of any Person existing at the time such Person becomes a Restricted Subsidiaryfunds, provided that such Lien was deposit account is not incurred a dedicated cash collateral account and is not subject to restrictions against the Company’s access in anticipation excess of those set forth by regulations promulgated by the Federal Reserve Board and such Person becoming a Restricted Subsidiarydeposit account is not intended by the Company to provide collateral to the depository institution; (ii10) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation; (11) statutory and tax Liens for sums not yet due or delinquent or which are being contested or appealed in good faith by appropriate proceedings; (12) Liens arising solely by operation of law and in the ordinary course of business, such as mechanics’, materialmen’s, warehousemen’s and carriers’ Liens and Liens of landlords or of mortgages of landlords on fixtures and movable property located on premises leased in the ordinary course of business; (13) Liens on personal property (other than shares or other assets existing at debt of the time of acquisition by the Company Company’s Subsidiaries) securing loans maturing in not more than one year or any Restricted Subsidiary, provided that such Lien was not incurred on accounts receivables in anticipation of such acquisitionconnection with a receivables financing program; (iii14) Liens on securing financings in amounts up to the value of assets, businesses and properties acquired after the Issue Date; or any Lien upon any property or assets to secure any Indebtedness all or part of the cost of construction thereof or to secure debt incurred prior to, at the time of, or within 270 days after, the acquisition twelve months after completion of such property or in the case of real property, the completion of construction, the completion of improvements construction or the beginning commencement of substantial commercial operation full operations thereof (whichever is later), to provide funds for such purpose; and (15) extensions, renewals or replacement of such real property for any of the purpose of financing Liens described above, if limited to all or any part of the purchase price of such real property, same property securing the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the original Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) . Notwithstanding the foregoing, the Company will not, and will not permit any Restricted Subsidiary may createof its Subsidiaries to, assumeIncur Liens securing Indebtedness or other obligations pursuant to the second sentence or clause (1) of the first paragraph of this Section 3.02, incur or guarantee unless, after giving effect to the Incurrence of such Liens, the aggregate amount (without duplication) of (a) the Indebtedness and other obligations secured by a Lien without equally Liens on the property or assets (which includes Capital Stock) of the Company and ratably securing its Subsidiaries Incurred pursuant to the Notes; provided, that second sentence and clause (1) of the first paragraph of this Section 3.02 plus (b) the Indebtedness of the Company’s Subsidiaries Incurred pursuant to clause (A) of the first paragraph of Section 3.01 shall not exceed the Permitted Amount at the time of the Incurrence of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Liens. The Company shall not at any time create, incur, assume or suffer to exist, and shall not cause, suffer or permit a Restricted Subsidiary to create, incur, assume or suffer to exist, any Secured Debt without making effective provision (and the Company covenants that in such case it will make or cause to be made effective provision) whereby the Loans then outstanding shall be secured equally and ratably with such Secured Debt, so long as such Secured Debt shall exist; provided, however, that this Section 5.07 shall not prevent any of the following: (a) The (i) any Lien on any property hereafter acquired (including acquisition through merger or consolidation) or constructed by the Company will not, and will not permit any or a Restricted Subsidiary toand created contemporaneously with, createor within twelve months after, assumesuch acquisition or the completion of construction to secure or provide for the payment of all or any part of the purchase price of such property or the cost of construction thereof, incur as the case may be; or guarantee (ii) any Indebtedness secured by mortgage on property (including any unimproved portion of partially improved property) of the Company or a mortgage, security interest, pledge, lien, charge Restricted Subsidiary created within twelve months of completion of construction of a new plant or other encumbrance plants on such property to secure all or part of the cost of such construction; or (iii) the acquisition of property subject to any Lien upon any such property existing at the time of its or its Restricted Subsidiaries’ properties or assets (a “Lien”)acquisition thereof, whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty not assumed by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):Subsidiary; (ib) Liens on property capital stock hereafter acquired by the Company or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that the aggregate cost to the Company and its Restricted Subsidiaries of all capital stock subject to such Liens does not exceed 10% of Shareowners’ Equity; (c) any Lien was not incurred in anticipation securing Debt of such Person becoming a corporation which is a successor to the Company to the extent permitted by Section 5.06; or securing Debt of a Restricted Subsidiary outstanding at the time it became a Restricted Subsidiary; (ii) Liens on property ; or other assets existing securing Debt of any Person outstanding at the time it is merged with, or all or substantially all of acquisition by its properties are acquired by, the Company or any Restricted Subsidiary, provided that such Lien was does not incurred in anticipation of such acquisition; (iii) Liens on property or assets extend to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that or existing on the uncollected amount property or on the outstanding shares or Debt of account receivables subject a corporation at the time it becomes a Restricted Subsidiary; or created, incurred or assumed in connection with any time to industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any such financing shall not exceed $150,000,000; andRestricted Subsidiary and any Federal, State or municipal government or other governmental body or agency; (viiid) extensionsany Lien created in connection with any extension, renewals renewal or replacements refunding (or successive extensions, renewals or replacements) refundings), in whole or in part part, of any Debt secured by a Lien referred to in permitted by the foregoing provisions of this Section 2.8 without increase of 5.07 upon the principal of the Indebtedness same property theretofore subject thereto (plus any premium improvements on such property), provided that the amount of such Debt outstanding at that time shall not be increased; (e) Liens or fee payable deposits made in connection with contracts (which term includes subcontracts under such contracts) with or made at the request of the United States or any department or agency thereof, insofar as such extensionLiens or deposits relate to property manufactured, renewal installed or replacement) secured constructed by or to be supplied by, or property furnished to, the LienCompany or a Restricted Subsidiary pursuant to, or to enable the performance of, such contracts, or property the manufacture, installation, construction or acquisition of which is financed pursuant to, or to enable the performance of, such contracts; providedor deposits or Liens, howevermade pursuant to such contracts, that of or upon moneys advanced or paid pursuant to, or in accordance with the provisions of, such contracts, or of or upon any Permitted Liens shall not extend materials or supplies acquired for the purpose of the performance of such contracts; or the assignment or pledge, to or cover any property the extent permitted by law, of the right, title and interest of the Company or that a Restricted Subsidiary in and to any such contract, or in and to any payments due or to become due thereunder, to secure Debt incurred for funds or other property supplied, constructed or installed for or in connection with the performance by the Company or such Restricted Subsidiary of its obligations under such contracts; (f) mechanics’, materialmen’s, carriers’ or other like Liens, and pledges or deposits made in the ordinary course of business to obtain the release of any such Liens or the release of property in the possession of a common carrier; good faith deposits in connection with tenders, leases of real estate or bids or contracts (other than contracts involving the borrowing of money); pledges or deposits to secure public or statutory obligations; deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; and deposits to secure the payment of Taxes, assessments, customs duties or other similar charges; (g) any Lien 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 regulation, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege or license, or to enable the Company or a Restricted SubsidiarySubsidiary to maintain self-insurance or to participate in any arrangements established by law to cover any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters; (h) the Liens of Taxes, assessments or other governmental charges or levies not at the time due, or the validity of which is being contested in good faith; (i) judgment Liens, so long as the case may befinality of such judgment is being contested in good faith and execution thereon is stayed; (j) easements or similar encumbrances, other than the existence of which does not impair the use of the property specified subject thereto for the purposes for which it is held or was acquired; (k) the landlord’s interest under any lease of property; (l) leases granted to others in the ordinary course of business; (m) Sale and Lease-Back Transactions to the extent permitted by Section 5.08; and (n) contracts for the manufacture, construction, installation or supply of property, products or services providing for a Lien upon advance, progress or partial payments made pursuant to such contracts and upon any material or supplies acquired, manufactured, constructed, installed or supplied in connection with the performance of such contracts to secure such advance, progress or partial payments. Notwithstanding the foregoing provisions of this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing5.07, the Company and any one or more Restricted Subsidiary Subsidiaries may create, assumeincur, incur assume or guarantee Indebtedness secured by a Lien without equally suffer to exist Secured Debt which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other Secured Debt of the Company and ratably securing its Restricted Subsidiaries which would otherwise be subject to the Notes; providedforegoing restrictions (not including Secured Debt permitted under clauses (a) through (n) above) and the aggregate value of the Sale and Lease-Back Transactions (as defined in Section 5.08) in existence at such time (not including Sale and Lease-Back Transactions the proceeds of which have been or will be applied in accordance with clause (b) of Section 5.08), that does not at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 510% of Consolidated Total AssetsShareowners’ Equity.

Limitations on Liens. Neither the Borrower nor any of its Significant Subsidiaries will create or assume or permit to exist any Lien in respect of any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Significant Subsidiary, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets, or sell, or permit any Significant Subsidiary thereof to sell, any accounts receivable; provided that the provisions of this Section shall not prevent or restrict the creation, assumption or existence of: (a) The Company will not, and will not permit any Restricted Subsidiary to, create, assume, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities in respect of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at Significant Subsidiary of the time such Person becomes a Restricted SubsidiaryBorrower to secure indebtedness owing by it to the Borrower or any Wholly Owned Subsidiary of the Borrower; or (b) Liens (including capital leases) in respect of property acquired by the Borrower or any Significant Subsidiary thereof, provided that such Lien was not incurred in anticipation to secure the purchase price, or the cost of construction and development, of such Person becoming a Restricted Subsidiary; property (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness indebtedness incurred prior to, at the time of, or within 270 120 days after, after the later of the acquisition of such property or in and the case commencement of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all the acquisition, or any part the cost of the purchase price construction and development, of such real property), the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on any such property at the date time of issuance acquisition of such property by the Notes; (vi) Liens on Borrower or such Significant Subsidiary, whether or not assumed, or any Lien in respect of property or other assets of a Person any person existing at the time such person becomes a Subsidiary of the Person is merged into Borrower; or consolidated with the Company agreements to acquire any property or any Restricted Subsidiary or at the time of a sale, lease assets under conditional sale agreements or other disposition title retention agreements, or capital leases in respect of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, other property; provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition;that (viiA) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected aggregate principal amount of account receivables subject at any time to Indebtedness secured by all Liens in respect of any such financing property shall not exceed $150,000,000; and the cost (viii) extensions, renewals as determined by the board of directors or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase analogous governing body of the principal of the Indebtedness (plus any premium Borrower or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Significant Subsidiary, as the case may be, other than ) of such property at the time of acquisition thereof (or (x) in the case of property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoingcovered by a capital lease, the Company and any Restricted Subsidiary may createfair market value, assumeas so determined, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that of such property at the time of such creationtransaction, assumptionor (y) in the case of a Lien in respect of property existing at the time such person becomes a Subsidiary of the Borrower the fair market value, incurrence as so determined of such property at such time), and (B) at the time of the acquisition of the property by the Borrower or guaranteesuch Significant Subsidiary, after giving effect or at the time such person becomes a Subsidiary of the Borrower, as the case may be, every such Lien shall apply and attach only to the property originally subject thereto and fixed improvements constructed thereon; or (c) refundings or extensions of any Lien permitted in subsection (b) above for amounts not exceeding the principal amount of the Indebtedness so refunded or extended or the fair market value (as determined by the board of directors (or analogous governing body) of the Borrower or such Significant Subsidiary, as the case may be) of the property theretofore subject to such Lien, whichever shall be lower, in each case at the time of such refunding or extension; provided that such Lien shall apply only to the same property theretofore subject to the same and fixed improvements constructed thereon; or (d) sales subject to understandings or agreements to repurchase; provided that the aggregate sales price for all such sales (other than sales to any governmental instrumentality in connection with such instrumentality’s issuance of indebtedness, including without limitation industrial development bonds and pollution control bonds, on behalf of the Borrower or any Significant Subsidiary thereof) made in any one calendar year shall not exceed $50,000,000 in the aggregate for the Borrower and its Significant Subsidiaries; or (e) any production payment or similar interest which is dischargeable solely out of natural gas, coal, lignite, oil or other mineral to be produced from the property subject thereto and to be sold or delivered by the retirement Borrower or any Significant Subsidiary thereof; or (f) any Lien, including in connection with sale-leaseback transactions, created or assumed by the Borrower or any Significant Subsidiary thereof on natural gas, coal, lignite, oil or other mineral properties or nuclear fuel owned or leased by the Borrower or such Subsidiary, to secure loans to the Borrower or such Subsidiary in an aggregate amount not to exceed $400,000,000 in the aggregate for the Borrower and its Significant Subsidiaries; provided that neither the Borrower nor any Subsidiary of the Borrower shall assume or guarantee such financings; or (g) any Lien (whenever incurred) on assets owned by the Borrower or any Subsidiary thereof as of the date hereof and any fuel, operating and maintenance or similar contract related thereto securing Indebtedness of the Borrower or Subsidiary in an aggregate amount not to exceed 10% of consolidated assets of the Borrower; or (h) leases (other than capital leases) now or hereafter existing and any renewals and extensions thereof under which the Borrower or any Significant Subsidiary thereof may acquire or dispose of any Indebtedness that is concurrently being retiredof its property, subject, however, to the sum terms of Section 5.09; or (i) any Lien on the aggregate amount rights of all outstanding Indebtedness secured TXU Mining or TXU Fuel existing under their respective Operating Agreements; or (j) pledges or sales by Liens other than Permitted Liens, and the Borrower or any Subsidiary of the Borrower of its accounts receivable including customers’ installment paper; or (iik) the Attributable Debt pledge of all current assets, in the Company’s Sale/Leaseback Transactions permitted by Section 2.9(cordinary course of business, to secure current liabilities; or (l) does not at such time exceed 5% Permitted Encumbrances; or (m) the Liens in favor of Consolidated Total Assetsthe Agent on funds in the Cash Collateral Account and on the Cash Collateral Account to secure the reimbursement obligations of the Borrower in respect of Letters of Credit and comparable Liens created to secure reimbursement obligations for other letters of credit issued for the account of the Borrower or any of its Subsidiaries.

Limitations on Liens. Suffer any Lien on the property of the Borrower or any of the Material Subsidiaries, except: (a) The Company will notLiens for taxes, assessments, governmental charges and will other similar obligations not permit any Restricted Subsidiary to, create, assume, incur yet due or guarantee any Indebtedness secured which are being contested in good faith by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiaryappropriate proceedings; (iib) Liens on property incidental to the conduct of its business or other the ownership of its assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was which were not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing borrowing of accounts receivable by money, and which do not in the Company aggregate materially detract from the value of its assets or any Restricted Subsidiary; provided that materially impair the uncollected amount use thereof in the operation of account receivables subject at any time to any such financing shall not exceed $150,000,000; andits business; (viiic) extensions, renewals or replacements Liens securing Indebtedness permitted by Section 6.1(b) if (or successive extensions, renewals or replacementsi) such Liens secure Indebtedness in whole or in part of any Lien referred to in this Section 2.8 without increase an amount no greater than cost of the principal acquisition, construction or improvement of the Indebtedness such property so financed (plus any premium or fee payable fees and expenses incurred in connection with any therewith); (ii) such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall do not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, Material Subsidiary other than the property specified so acquired, constructed or improved and, in the case of tangible assets, other property which is an improvement to or is acquired for specific use in connection with such acquired property or which is property being improved by such acquired property and (iii) such transaction does not otherwise violate this Section 2.8 Agreement; (d) Liens upon real and/or personal property, which property was acquired after the Closing Date (by purchase, construction or otherwise) by the Borrower or any of its Material Subsidiaries, each of which Liens existed on such property before the time of its acquisition and was not created in anticipation thereof; provided, however, that no such Lien shall extend to or cover any property of the Borrower or such Material Subsidiary other than the respective property so acquired and improvements thereon; (e) to this property. the extent not covered by clause (b) Notwithstanding above, Liens securing judgments which do not constitute an Event of Default; (f) Liens created under any Fundamental Document; (g) Liens existing on the foregoing, the Company Closing Date and any Restricted Subsidiary may create, assume, incur extensions or guarantee Indebtedness secured by a Lien without equally and ratably renewals thereof; (h) Liens securing (or covering property constituting the Notes; provided, that at the time source of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of payment for) any Indebtedness that is concurrently being retiredpermitted pursuant to clauses (d), the sum (h), (j), (k) or (l) of Section 6.1; (i) to the extent not covered by clause (h) above, Liens on equity interests or other securities issued by a Securitization Entity, securing (or covering property constituting the source of payment for) Securitization Indebtedness; and (j) other Liens securing obligations having an aggregate principal amount not to exceed the greater of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 515% of Consolidated Total AssetsNet Worth and $200,000,000. If the Borrower’s or the Material Subsidiary’s action or event meets the criteria of more than one of the types of Liens described in the clauses above, the Borrower in its sole discretion may classify such action or event in one or more clauses (including in part under one such clause and in part under another such clause).

Limitations on Liens. (a) The From and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, so long as any Notes are outstanding, the Company will not, and will may not permit any Restricted Subsidiary to, createissue, assume, incur guarantee (including any contingent obligation to purchase) or guarantee permit to exist any Indebtedness Debt that is secured by a any mortgage, security interest, pledge, lien, charge pledge or other encumbrance lien ("Lien") of or upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”)Operating Property owned by the Company, whether owned on at the date of issuance of Release Date or subsequently acquired, without effectively securing the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company shall so determinesdetermine, any other Indebtedness indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to ranking equally with the Notes) for equally and ratably with the Debt (but only so long as such other Indebtedness the Debt is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien secured). The foregoing restriction will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):to: (i) Liens on property or other assets of any Person Operating Property existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was of its acquisition and not incurred created in anticipation contemplation of such Person becoming a Restricted Subsidiarythe acquisition; (ii) Liens on property or other assets Operating Property of a corporation existing at the time the corporation is merged into or consolidated with the Company, or at the time the corporation disposes of acquisition substantially all of its properties (or those of a division) to the Company, provided that the Lien is not extended to property owned by the Company immediately prior to the merger, consolidation or any Restricted Subsidiaryother disposition and is not created in contemplation of the merger, provided that such Lien was not incurred in anticipation of such acquisitionconsolidation or other disposition; (iii) Liens on Operating Property to secure the cost of acquisition, construction, development or substantial repair, alteration or improvement of such property or assets to secure indebtedness incurred to provide funds for any Indebtedness incurred prior toof these purposes or for reimbursement of funds previously expended for any of these purposes, at provided the time ofLiens are created or assumed contemporaneously with, or within 270 days 18 months after, the acquisition of such property or in the case of real property, the completion of substantial repair or alteration, construction, development or substantial improvement or within 6 months thereafter pursuant to a commitment for financing arranged with a lender or investor within such 18-month period; (iv) Liens in favor of the completion United States or any state or any department, agency or instrumentality or political subdivision of improvements the United States or any state, or for the beginning benefit of substantial commercial operation holders of such real property securities issued by any of these entities, to secure any Debt incurred for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making cost of improvements thereto; (iv) Liens in substantially repairing or altering, constructing, developing or substantially improving the Company’s favor or in favor of a Restricted Subsidiary;Operating Property; or (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property Any extension, renewal or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements replacement (or successive extensions, renewals or replacements) ), in whole or in part part, of any Lien referred to in this Section 2.8 without increase of the exceptions listed above, provided, however, that the principal amount of Debt secured thereby and not otherwise authorized by those exceptions listed above shall not exceed the Indebtedness (principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal or replacement) , so secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creationextension, assumption, incurrence renewal or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assetsreplacement.

Limitations on Liens. Suffer any Lien on the property of the Borrower or any of the Material Subsidiaries, except: (a) The Company will notdeposits under worker's compensation, unemployment insurance and social security laws or to secure statutory obligations or surety or appeal bonds or performance or other similar bonds in the ordinary course of business, or statutory Liens of landlords, carriers, warehousemen, mechanics and material men and other similar Liens, in respect of liabilities which are not yet due or which are being contested in good faith, Liens for taxes not yet due and payable, and will Liens for taxes due and payable, the validity or amount of which is currently being contested in good faith by appropriate proceedings and as to which foreclosure and other enforcement proceedings shall not permit any Restricted Subsidiary tohave been commenced (unless fully bonded or otherwise effectively stayed); (b) purchase money Liens granted to the vendor or Person financing the acquisition of property, createplant or equipment if (i) limited to the specific assets acquired and, assumein the case of tangible assets, incur other property which is an improvement to or guarantee any Indebtedness is acquired for specific use in connection with such acquired property or which is real property being improved by such acquired property; (ii) the debt secured by a mortgagethe Lien is the unpaid balance of the acquisition cost of the specific assets on which the Lien is granted; and (iii) such transaction does not otherwise violate this Agreement; (c) Liens upon real and/or personal property, security interestwhich property was acquired after the date of this Agreement (by purchase, pledge, lien, charge construction or other encumbrance upon otherwise) by the Borrower or any of its or Material Subsidiaries, each of which Liens existed on such property before the time of its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally acquisition and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter was not created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)in anticipation thereof; provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that no such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company Borrower or that of any Restricted Subsidiary, as the case may be, such Material Subsidiary other than the respective property specified in this Section 2.8 so acquired and improvements to this property.thereon; (bd) Notwithstanding the foregoingLiens arising out of attachments, the Company judgments or awards as to which an appeal or other appropriate proceedings for contest or review are promptly commenced (and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally as to which foreclosure and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of other enforcement proceedings (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and shall not have been commenced (unless fully bonded or otherwise effectively stayed) or (ii) in any event shall be promptly fully bonded or otherwise effectively stayed); (e) Liens created under any Fundamental Document; (f) Liens existing on the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.date hereof and any extensions or renewals thereof;

Limitations on Liens. (a) The Company will not, and will not permit any Restricted Significant Subsidiary to, create, assume, incur or guarantee at any time subject to any Lien any Covered Property to secure any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquiredCapital Lease, unless the Notes are at least expressly secured equally and ratably secured with any such secured Indebtedness (together withor Capital Lease so secured, if the Company so determinesincluding any guarantee thereof, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as any such other Indebtedness or Capital Lease shall be so secured, and the Company covenants that if and when any such Lien is created, the Notes will be so secured thereby; provided, that, the foregoing shall not apply to: (1) (A) Liens on Covered Property outstanding on the Issue Date securing Indebtedness or Capital Leases outstanding on the Issue Date (and any Lien created for as in effect on the benefit of Issue Date) and (B) Liens on Covered Property incurred after the holders of the Notes and any other debt securities of any series issued Issue Date pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at Indebtedness or Capital Leases outstanding on the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred Issue Date (and as in anticipation of such Person becoming a Restricted Subsidiaryeffect on the Issue Date); (ii2) Liens any Lien on property or other assets any Covered Property (A) existing at the time of acquisition by of such Covered Property or the entity owning such Covered Property (including acquisition through merger or consolidation), or (B) given to secure the payment of all or any part of the purchase, lease or acquisition thereof or the cost of construction, repair, refurbishment, modification or improvement of Covered Property or any real or personal property leased to the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property its Subsidiaries or assets to secure any Indebtedness or Capital Lease incurred prior tothereto, at the time of, or within 270 180 days after, the acquisition of such property or in the case of real property, the completion of the acquisition, construction, repair, refurbishment, modification or improvement of the completion relevant Covered Property or any real or personal property leased to the Company or any of improvements or the beginning of substantial commercial operation of such real property its Subsidiaries for the purpose of financing all or any part of the purchase price of such real propertypurchase, the construction lease or acquisition thereof or the making cost of improvements theretoconstruction, repair, refurbishment, modification or improvement; (iv3) Liens in by a Subsidiary as security for Indebtedness or Capital Lease owed to the Company’s favor Company or in favor of a Restricted any Subsidiary; (v4) Liens existing on the date a banker’s lien or right of issuance offset of the Notes; (vi) Liens on property holder of such Indebtedness in favor of any lender of moneys or other assets holder of a Person existing at the time the Person is merged into or consolidated with commercial paper of the Company or any Restricted Subsidiary or at in the time ordinary course of a sale, lease or other disposition business on moneys of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred Subsidiary deposited with such lender or holder in anticipation the ordinary course of the merger or consolidation or sale, lease or other dispositionbusiness; (vii5) Liens arising in favor of credit card processors securing obligations in connection with credit card processing services incurred in the financing ordinary course of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; andbusiness and consistent with past practices; (viii6) extensionsany extension, renewals renewal or replacements replacement (or successive extensions, renewals or replacements) ), in whole or in part part, of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness foregoing clauses (plus any premium or fee payable 1) through (5) in connection with any such extensionthe refinancing, renewal amendment, restructuring or replacement) other modification of Indebtedness or Capital Lease of the Company and its Subsidiaries secured by such Lien; and (7) other Liens not permitted by any of the Lienforegoing clauses (1) through (6) on any Covered Property, now owned or hereafter acquired; provided, howeverthat, that any Permitted no such Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements be incurred pursuant to this propertysubsection (7) if the aggregate principal amount of outstanding Indebtedness (without duplication for any guarantee of such Indebtedness) and Capital Leases secured by Liens incurred pursuant to this subsection (7) subsequent to the Issue Date, including the Lien proposed to be incurred, shall exceed 10% of Consolidated Tangible Assets after giving effect to such incurrence and the use of proceeds of such Indebtedness or Capital Leases. (b) Notwithstanding Any Lien that is granted to secure the foregoing, Notes in accordance with this Section 4.01 shall be automatically released and discharged at the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a same time as the release (other than through the exercise of remedies with respect thereto) of each Lien without equally and ratably securing that gave rise to such obligation to secure the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Liens. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary to, create, assume, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or Lien (other encumbrance upon than Permitted Liens) of any of its or its Restricted Subsidiaries’ properties or nature whatsoever against any assets (including Equity Interests of a “Lien”)Subsidiary) of the Issuer or any Subsidiary, whether owned on at the date of issuance of the Notes Issue Date or thereafter acquired, unless which secures Indebtedness for Borrowed Money of the Issuer or any of its Subsidiaries unless: (1) in the case of Liens securing Indebtedness for Borrowed Money that is Subordinated Indebtedness, the Notes or the Note Guarantee of such Subsidiary, if any, are at least secured by a Lien on such assets that is senior in priority to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Subsidiary, if any, are secured equally and ratably secured with or prior to such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created Liens; provided that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of which is granted to secure the Notes and or any other debt securities of any series issued pursuant to the Indenture and having the benefit of Note Guarantee under this Section 2.8 4.05 shall provide by its terms that such Lien will be automatically and unconditionally released and discharged upon at the release and same time as the discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply gave rise to the following (obligation to so secure the “Permitted Liens”): (i) Liens on property Notes or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted SubsidiaryNote Guarantee, as the case may be, other than . For the property specified in purposes of determining compliance with this Section 2.8 and improvements 4.05, notwithstanding anything herein to this property. the contrary, (bi) Notwithstanding in the foregoingevent that a Lien meets the criteria of more than one of the categories of Permitted Liens, the Company Issuer shall, in its sole discretion, classify such Lien and any Restricted Subsidiary may createdivide, assume, incur or guarantee Indebtedness secured by a classify and later reclassify such Lien without equally and ratably securing in more than one of the Notestypes of Permitted Liens; provided, provided that at the time of reclassification it meets the criteria in such creationcategory or categories; provided, assumptionfurther, incurrence that if at any time any applicable ratio or guaranteefinancial test for any category based on an Incurrence Based Amount permits any Liens previously incurred under a category based on a Fixed Amount, after giving effect thereto such Lien shall be deemed to have been automatically reclassified as incurred under such category based on an Incurrence Based Amount; and to the retirement of (ii) (a) if any Indebtedness that for Borrowed Money is concurrently secured by any Lien outstanding under any category of Permitted Liens measured by reference to a percentage of Total Assets at the time of incurrence of such Indebtedness for Borrowed Money, and is refinanced by any Indebtedness for Borrowed Money secured by any Lien incurred by reference to such category of Permitted Liens, and such refinancing would cause the percentage of Total Assets to be exceeded if calculated based on the Total Assets on the date of such refinancing, such percentage of Total Assets shall not be deemed to be exceeded (and such refinancing Lien shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness for Borrowed Money does not exceed the principal amount of such Indebtedness for Borrowed Money being retiredrefinanced, the sum of (i) plus the aggregate amount of all outstanding fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing and (b) if any Indebtedness for Borrowed Money is secured by any Lien outstanding under any category of Permitted Liens other than measured by reference to a dollar amount, and is refinanced by any Indebtedness for Borrowed Money secured by any Lien incurred by reference to such category of Permitted Liens, and such refinancing would cause such dollar amount to be exceeded, such dollar amount shall not be deemed to be exceeded (iiand such refinancing Lien shall be deemed permitted) so long as the Attributable Debt principal amount of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) such refinancing Indebtedness for Borrowed Money does not at exceed the principal amount of such time exceed 5% Indebtedness for Borrowed Money being refinanced, plus the aggregate amount of Consolidated Total Assetsfees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing.

Limitations on Liens. (a) The Company will shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, or assume any Lien that secures obligations under any Indebtedness or any related guarantee, on any asset of the Company or any Restricted Subsidiary, whether owned on the Issue Date or thereafter acquired, except Permitted Liens, unless contemporaneously therewith: (1) in the case of any Lien securing an obligation that ranks pari passu with the Notes or a Guarantee, effective provision is made to secure the Notes or such Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and (2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Guarantee, effective provision is made to secure the Notes or such Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien (such Lien, the “Primary Lien”). Notwithstanding the foregoing, the Co-Issuers will not and will not permit any Guarantor to, create, incur or assume any Lien (other than in favor of the Collateral Trustee on behalf of the Trustee for the benefit of the Holders) upon any of the Collateral other than Permitted Liens (subject to the limitations set forth in the definition thereof) and those Liens permitted by the Security Documents and, further, the Company will not and will not permit any Restricted Subsidiary to, directly or indirectly, create, assume, incur or guarantee assume any Indebtedness secured by a mortgageLien on any Capital Stock, security interest, pledge, lien, charge Intercompany Debt or other encumbrance upon securities issued by any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance Future Mortgaged Vessel Guarantor other than in favor of the Notes or thereafter acquired, unless Collateral Trustee on behalf of the Notes are at least equally and ratably secured with such secured Indebtedness Trustee for the benefit of the Holders. (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notesb) for so long as such other Indebtedness is so secured (and any Any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued Holders pursuant to the Indenture Section 4.12(a) shall automatically and having the benefit of this Section 2.8 shall provide by its terms that such Lien will unconditionally be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); providedPrimary Lien, however, that without any further action on the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets part of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred in anticipation (other than notice of such Person becoming a Restricted Subsidiary; (ii) Liens on property or other assets existing at release to the time of acquisition by Collateral Trustee, but the Company or any Restricted Subsidiary, provided that failure to deliver such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real property, the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing notice shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any affect such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this propertyrelease). (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Liens. (a) The Company will not, and will not permit any Restricted Significant Subsidiary to, create, assume, incur or guarantee at any time subject to any Lien any Covered Property to secure any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquiredCapital Lease, unless the Notes are at least expressly secured equally and ratably secured with any such secured Indebtedness (together withor Capital Lease so secured, if the Company so determinesincluding any guarantee thereof, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as any such other Indebtedness or Capital Lease shall be so secured, and the Company covenants that if and when any such Lien is created, the Notes will be so secured thereby; provided, that, the foregoing shall not apply to: (1) (A) Liens on Covered Property outstanding on the Issue Date securing Indebtedness or Capital Leases outstanding on the Issue Date (and any Lien created for as in effect on the benefit of Issue Date) and (B) Liens on Covered Property incurred after the holders of the Notes and any other debt securities of any series issued Issue Date pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”): (i) Liens on property or other assets of any Person existing at Indebtedness or Capital Leases outstanding on the time such Person becomes a Restricted Subsidiary, provided that such Lien was not incurred Issue Date (and as in anticipation of such Person becoming a Restricted Subsidiaryeffect on the Issue Date); (ii2) Liens any Lien on property or other assets any Covered Property (A) existing at the time of acquisition by of such Covered Property or the entity owning such Covered Property (including acquisition through merger or consolidation), or (B) given to secure the payment of all or any part of the purchase, lease or acquisition thereof or the cost of construction, repair, refurbishment, modification or improvement of Covered Property or any real or personal property leased to the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of such acquisition; (iii) Liens on property its Subsidiaries or assets to secure any Indebtedness or Capital Lease incurred prior tothereto, at the time of, or within 270 180 days after, the acquisition of such property or in the case of real property, the completion of the acquisition, construction, repair, refurbishment, modification or improvement of the completion relevant Covered Property or any real or personal property leased to the Company or any of improvements or the beginning of substantial commercial operation of such real property its Subsidiaries for the purpose of financing all or any part of the purchase price of such real propertypurchase, the construction lease or acquisition thereof or the making cost of improvements theretoconstruction, repair, refurbishment, modification or improvement; (iv3) Liens in by a Subsidiary as security for Indebtedness or Capital Lease owed to the Company’s favor Company or in favor of a Restricted any Subsidiary; (v4) Liens existing on the date a banker’s lien or right of issuance offset of the Notes; (vi) Liens on property holder of such Indebtedness in favor of any lender of moneys or other assets holder of a Person existing at the time the Person is merged into or consolidated with commercial paper of the Company or any Restricted Subsidiary or at in the time ordinary course of a sale, lease or other disposition business on moneys of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred Subsidiary deposited with such lender or holder in anticipation the ordinary course of the merger or consolidation or sale, lease or other dispositionbusiness; (vii5) Liens arising in favor of credit card processors securing obligations in connection with credit card processing services incurred in the financing ordinary course of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; andbusiness and consistent with past practices; (viii6) extensionsany extension, renewals renewal or replacements replacement (or successive extensions, renewals or replacements) ), in whole or in part part, of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness foregoing clauses (plus any premium or fee payable 1) through (5) in connection with any such extensionthe refinancing, renewal amendment, restructuring or replacement) other modification of Indebtedness or Capital Lease of the Company and its Subsidiaries secured by such Lien; and (7) other Liens not permitted by any of the Lienforegoing clauses (1) through (6) on any Covered Property, now owned or hereafter acquired; provided, howeverthat, that any Permitted no such Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements be incurred pursuant to this propertysubsection (7) if the aggregate principal amount of outstanding Indebtedness (without duplication for any guarantee of such Indebtedness) and Capital Leases secured by Liens incurred pursuant to this subsection (7) subsequent to the Issue Date, including the Lien proposed to be incurred, shall exceed 10% of Consolidated Tangible Assets after giving effect to such incurrence and the use of proceeds of such Indebtedness or Capital Leases. (b) Notwithstanding Any Lien that is granted to secure the foregoing, Notes in accordance with this Section 3.01 shall be automatically released and discharged at the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a same time as the release (other than through the exercise of remedies with respect thereto) of each Lien without equally and ratably securing that gave rise to such obligation to secure the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Liens. (a) The After the date hereof and so long as any Securities of the series created by the Thirteenth Supplemental Indenture are Outstanding, the Company will notnot issue, assume or guarantee, and will not permit any Restricted Subsidiary toto issue, createassume or guarantee, assume, incur or guarantee any Indebtedness which is secured by a mortgage, pledge, security interest, pledge, lien, charge lien or encumbrance of any kind (including any conditional sale or other encumbrance title retention agreement, any lease in the nature thereof, and any agreement to give any of the foregoing) (each being hereinafter referred to as a "lien" or "liens") of or upon any of its Operating Property or its Restricted Subsidiaries’ properties or assets (a “Lien”)Operating Asset, whether now owned on the date of issuance or hereafter acquired, of the Notes Company or thereafter acquired, unless any Restricted Subsidiary without effectively providing that the Notes are at least equally and ratably secured with such secured Indebtedness Securities of the series created by the Thirteenth Supplemental Indenture (together with, if the Company shall so determinesdetermine, any other Indebtedness of or guaranty by the Company ranking equally with the Securities) shall be equally and ratably secured by a lien on such assets ranking ratably with and equal to (or at the Company's option prior to) such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, provided that the above restrictions foregoing restriction shall not apply to the following (the “Permitted Liens”):to: (ia) Liens liens on any property or other assets of any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary, Subsidiary provided that such Lien was lien does not incurred in anticipation extend to any other property of such Person becoming a the Company or any of its Restricted SubsidiarySubsidiaries; (iib) Liens liens on any property or other assets (including stock) existing at the time of acquisition of such property or assets by the Company or any a Restricted Subsidiary, provided that such Lien was not incurred in anticipation or liens to secure the payment of all or any part of the purchase price of such acquisition; (iii) Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, (including stock) upon the acquisition of such property or in assets by the case of real propertyCompany or a Restricted Subsidiary or to secure any indebtedness incurred, assumed or guaranteed by the completion of construction, the completion of improvements Company or the beginning of substantial commercial operation of such real property a Restricted Subsidiary for the purpose of financing all or any part of the purchase price of such property or, in the case of real property, construction or improvements thereon or attaching to property substituted by the Company to obtain the release of a lien on other property of the Company on which a lien then exists, which indebtedness is incurred, assumed or guaranteed prior to, at the time of, or within 18 months after such acquisition (or in the case of real property, the completion of construction thereof (including any improvements on an existing asset) or the making commencement of improvements thereto; full operation at such property, whichever is later (iv) Liens which in the Company’s favor case of a retail store is the opening of the store for business to the public)); provided that in the case of any such acquisition, construction or in favor of improvement, the lien shall not apply to any other property or assets theretofore owned by the Company or a Restricted Subsidiary; (vc) Liens existing liens on any property or assets to secure Indebtedness of a Restricted Subsidiary to the date of issuance of the NotesCompany or to another Restricted Subsidiary; (vid) Liens liens on any property or other assets of a Person corporation existing at the time the Person such corporation is merged into or consolidated with the Company or any a Restricted Subsidiary or at the time of a salepurchase, lease or other disposition acquisition of the properties assets of a Person corporation or firm as an entirety or substantially as an entirety by the Company or a Restricted Subsidiary provided that such lien does not extend to either any other property of the Company or any of its Restricted Subsidiaries; (e) liens on any property or assets of the Company or a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, 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 all or any part of the purchase price (or, in the case of real property, the cost of construction) of the property or assets subject to such liens (including, but not limited to, liens incurred in connection with pollution control, industrial revenue or similar financings); (f) liens existing on properties or assets of the Company or any Restricted Subsidiary, Subsidiary existing on the date hereof; provided that such Lien was not incurred in anticipation of liens secure only those obligations which they secure on the merger date hereof or consolidation any extension, renewal or sale, lease or other dispositionreplacement thereof; (viig) Liens arising in connection with the financing of accounts receivable by the Company any extension, renewal or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements replacement (or successive extensions, renewals or replacements) in whole or in part part, of any Lien lien referred to in this Section 2.8 without increase of the principal of the Indebtedness foregoing clauses (plus any premium or fee payable in connection with any a) through (f), inclusive; provided that such extension, renewal or replacementreplacement shall be limited to all or a part of the property or assets which secured the lien so extended, renewed or replaced (plus improvements and construction on real property); (h) secured liens imposed by law, such as mechanics', workmen's, repairmen's, materialmen's, carriers', warehouseman's, vendors', or other similar liens arising in the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property ordinary course of business of the Company or that a Restricted Subsidiary, 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, as or deposits or pledges to obtain the case may berelease of any of the foregoing liens; (i) pledges, liens or deposits under worker's compensation laws or similar legislation and liens or judgments thereunder which are not currently dischargeable, or in connection with bids, tenders, contracts (other than for the property specified in this Section 2.8 and improvements payment of money) or leases to this property. (b) Notwithstanding the foregoing, which the Company and or any Restricted Subsidiary may createis a party, assumeor to secure the public or statutory obligations of the Company or any Restricted Subsidiary, incur or guarantee Indebtedness secured in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or to secure surety, appeal or customs bonds to which the Company or any Restricted Subsidiary is a party, or in litigation or other proceedings such as, but not limited to, interpleader proceedings, and other similar pledges, liens or deposits made or incurred in the ordinary course of business; (j) liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable judgment liens which are satisfied within 30 days of the date of judgment; or liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a Lien stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party; (k) liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without equally penalty, or which are being contested in good faith by appropriate proceedings; landlord's liens on property held under lease; and ratably securing any other liens or charges incidental to the Notesconduct of the business of the Company or any Restricted Subsidiary or the ownership of the property or assets of any of them which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of the Company, materially impair the use of such property or assets in the operation of the business of the Company or such Restricted Subsidiary or the value of such property or assets for the purposes of such business; provided, that or (l) liens not permitted by clauses (a) through (k) above if at the time of such creationof, assumption, incurrence or guarantee, and after giving effect thereto and to to, the retirement creation or assumption of any Indebtedness that is concurrently being retiredsuch lien, the sum of (i) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries secured by Liens other than Permitted Liens, and all such liens not so permitted by clauses (iia) through (k) above together with the Attributable Debt in respect of all the Company’s Sale/Leaseback Sale and Lease-Back Transactions permitted by paragraph (a) of Section 2.9(c) 1010 does not at such time exceed 510% of Consolidated Total Net Tangible Assets.

Limitations on Liens. (a) The Company After the date hereof and so long as any Securities are Outstanding, the Issuer will notnot issue, assume or guarantee, and will not permit any Restricted Subsidiary toto issue, createassume or guarantee, assume, incur or guarantee any Indebtedness which is secured by a mortgage, pledge, security interest, lien or encumbrance (any mortgage, pledge, security interest, lien or encumbrance being hereinafter in this Article referred as a “lien, charge ,” or other encumbrance “liens”) of or upon any of its Operating Property or its Restricted Subsidiaries’ properties or assets (a “Lien”)Operating Assets, whether now owned on the date of issuance or hereafter acquired, of the Notes Issuer or thereafter acquired, unless any such Restricted Subsidiary without effectively providing that the Notes are at least equally and ratably secured with such secured Indebtedness Securities (together with, if the Company Issuer shall so determinesdetermine, any other Indebtedness of the Issuer ranking equally with the Securities) shall be equally and ratably secured by a lien on such assets ranking ratably with and equal to (or guaranty by at the Company or Issuer’s option prior to) such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, provided that the above restrictions foregoing restriction shall not apply to the following (the “Permitted Liens”):to: (ia) Liens liens on any property or other assets of any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary, Subsidiary provided that such Lien was lien does not incurred in anticipation extend to any other property of such Person becoming a the Issuer or any of its Restricted SubsidiarySubsidiaries; (iib) Liens liens on any property or other assets (including stock) existing at the time of acquisition of such property or assets by the Company Issuer or any a Restricted Subsidiary, provided that such Lien was not incurred in anticipation or liens to secure the payment of all or any part of the purchase price of such acquisition; (iii) Liens on property or assets (including stock) upon the acquisition of such property or assets by the Issuer or a Restricted Subsidiary or to secure any Indebtedness incurred indebtedness incurred, assumed or guaranteed by the Issuer or a Restricted Subsidiary prior to, at the time of, or within 270 days after, the 18 months after such acquisition of such property (or in the case of real property, the completion of constructionconstruction (including any improvements on an existing asset) or commencement of full operation at such property, whichever is later (which in the completion case of improvements a retail store is the opening of the store for business to the public)) which indebtedness is incurred, assumed or the beginning of substantial commercial operation of such real property guaranteed for the purpose of financing all or any part of the purchase price thereof or, in the case of such real property, construction or improvements thereon; provided that in the case of any such acquisition, construction thereof or improvement, the lien shall not apply to any property or assets theretofore owned by the Issuer or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any real property on which the property so constructed, or the making of improvements theretoimprovement, is located; (ivc) Liens in the Company’s favor liens on any property or in favor assets to secure Indebtedness of a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.

Limitations on Liens. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, create, assume, incur or guarantee allow any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon Lien on any of its the Company’s or its Restricted Subsidiaries’ properties property or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquiredwhich includes capital stock) securing Indebtedness, unless the Notes are at least Lien secures the notes equally and ratably secured with such secured Indebtedness (together with, if the Company so determinesor prior to, any other Indebtedness of or guaranty secured by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for Lien, so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant secured, subject to the Indenture and having the benefit of certain exceptions described in this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions 4.09. This Section 4.09 shall not apply to secured debt that the following Company or its Subsidiaries may issue, assume, guarantee or permit to exist up to 10% of the value of the consolidated total assets of the Company as shown on, or computed from, the most recent quarterly or annual balance sheet filed by the Company with the Commission or provided to the Trustee. In addition, this Section 4.09 shall not take into account or apply to: (a) Liens securing indebtedness and other obligations under any senior bank financing of the “Permitted Liens”):Company or any of its Subsidiaries, including guarantees of Indebtedness and other obligations under such senior bank financings, in an amount of up to 20% of the sum of the total consolidated current assets and net property, plant and equipment of the Company as shown on, or computed from, the most recent quarterly or annual balance sheet filed by the Company with the Commission or provided to the Trustee; (b) Liens existing on the Issue Date; (c) Liens on property that exist when the Company acquires the property that secure payment of the purchase price of the property; (d) Liens securing debt that any Subsidiary of the Company owes to the Company or to any other Subsidiary of the Company; (e) Liens on property, shares of stock or indebtedness of any entity that exists when (i) it becomes a Subsidiary of the Company, (ii) it is merged into or consolidated with the Company or any of its Subsidiaries, or (iii) the Company or any of its Subsidiaries acquires all or substantially all of the assets of the entity; provided that no such Lien extends to any other property of the Company or any of its Subsidiaries; (f) Liens on property to secure debt incurred for development or improvement of the property; (g) Liens securing (i) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the securing of debt), (ii) contingent obligations on surety and appeal bonds and (iii) other similar nondelinquent obligations, in each case incurred in the ordinary course of business; (h) Liens securing purchase money Indebtedness or Capital Lease Obligations; provided that (a) any such Lien attaches to the property within 270 days after the acquisition thereof and (b) such Lien attaches solely to the property so acquired; (i) Liens on property arising solely by virtue of any statutory or common law provision relating to bankers’ Liens, rights of set-off or similar rights and remedies as to deposit account or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, funds; provided that such Lien was deposit account is not incurred a dedicated cash collateral account and is not subject to restrictions against the Company’s access in anticipation excess of those set forth by regulations promulgated by the Federal Reserve Board and such Person becoming a Restricted Subsidiarydeposit account is not intended by the Company to provide collateral to the depository institution; (iij) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation; (k) statutory and tax Liens for sums not yet due or delinquent or which are being contested or appealed in good faith by appropriate proceedings; (l) Liens arising solely by operation of law and in the ordinary course of business, such as mechanics’, materialmen’s, warehousemen’s and carriers’ Liens and Liens of landlords or of mortgages of landlords on fixtures and movable property located on premises leased in the ordinary course of business; (m) Liens on personal property (other than shares or other assets existing at debt of the time of acquisition by the Company Company’s Subsidiaries) securing loans maturing in not more than one year or any Restricted Subsidiary, provided that such Lien was not incurred on accounts receivables in anticipation of such acquisitionconnection with a receivables financing program; (iiin) Liens on securing financings in amounts up to the value of assets, businesses and properties acquired after the Issue Date; or any Lien upon any property or assets to secure any Indebtedness all or part of the cost of construction thereof or to secure debt incurred prior to, at the time of, or within 270 days after, the acquisition twelve months after completion of such property or in the case of real property, the completion of construction, the completion of improvements construction or the beginning commencement of substantial commercial operation full operations thereof (whichever is later), to provide funds for such purpose; or (o) extensions, renewals or replacement of such real property for any of the purpose of financing Liens described above, if limited to all or any part of the purchase price of such real property, same property securing the construction thereof or the making of improvements thereto; (iv) Liens in the Company’s favor or in favor of a Restricted Subsidiary; (v) Liens existing on the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to either the Company or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition; (vii) Liens arising in connection with the financing of accounts receivable by the Company or any Restricted Subsidiary; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and (viii) extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this Section 2.8 without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) secured by the original Lien; provided, however, that any Permitted Liens shall not extend to or cover any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and improvements to this property. (b) . Notwithstanding the foregoing, the Company shall not, and shall not permit any Restricted Subsidiary may createof its Subsidiaries to, assumeIncur Liens securing Indebtedness or other obligations pursuant to the second sentence or clause (a) of the first paragraph of this Section 4.09, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guaranteeunless, after giving effect thereto and to the retirement Incurrence of any Indebtedness that is concurrently being retiredsuch Liens, the sum aggregate amount (without duplication) of (i) the aggregate amount of all outstanding Indebtedness and other obligations secured by Liens other than Permitted Lienson the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (a) of the first paragraph of this Section 4.09, and plus (ii) the Attributable Debt Indebtedness of all the Company’s Sale/Leaseback Transactions permitted by Subsidiaries Incurred pursuant to clause (a) of the first paragraph of Section 2.9(c) does 4.08 shall not exceed the Permitted Amount at the time of the Incurrence of such time exceed 5% of Consolidated Total AssetsLiens.

Limitations on Liens. (a) The Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain outstanding, the Company will not, and nor will not it permit any Restricted Subsidiary to, issue, incur, create, assume, incur assume or guarantee any Indebtedness debt for borrowed money (hereinafter in this Article 10 referred to as "Debt"), secured by a mortgage, security interest, pledge, lien, charge or other encumbrance (mortgage, security interests, pledges, liens, charges and other encumbrances being hereinafter in this Article 10, referred to as "mortgage" or "mortgages") upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance Principal Property of the Notes Company or thereafter any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are not existing or owed or hereafter created or acquired) without in any such case effectively providing concurrently with the issuance, unless incurrence, creation, assumption or guaranty of any such Debt or the Notes are at least equally and ratably secured grant of a mortgage with respect to any such secured Indebtedness Debt that the Securities of such series Outstanding (together with, if the Company shall so determinesdetermine, any other Indebtedness indebtedness of or guaranty guarantee by the Company or such Restricted Subsidiary ranking equally with the -59- Securities of such series Outstanding and then existing or thereafter created that is not subordinated to created) shall be secured equally and ratably with (or, at the NotesCompany's option, prior to) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)Debt; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):Debt secured by: (i1) Liens mortgages on property property, shares of stock or indebtedness or other assets of any Person corporation existing at the time such Person corporation becomes a Restricted Subsidiary, provided that such Lien was mortgages or liens are not incurred in anticipation of such Person corporation becoming a Restricted Subsidiary; (ii2) Liens mortgages on property property, capital stock or other assets indebtedness existing at the time of acquisition thereof by the Company or any a Restricted Subsidiary, Subsidiary (which may include property previously leased by the Company and leasehold interests thereon; provided that such Lien was not incurred in anticipation the lease terminates prior to or upon the acquisition) or mortgages thereon to secure the payment of such acquisition; (iii) Liens all or any part of the purchase price thereof, or mortgages on property property, capital stock or assets indebtedness to secure any Indebtedness debt incurred prior to, at the time of, or within 270 days after, the latest of the acquisition of such property or thereof, or, in the case of real property, the completion of construction, the completion of improvements or the beginning commencement of substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of thereof, such real property, the construction thereof or the making of improvements theretosuch improvements; (iv3) Liens in mortgages securing Debt owing to the Company’s favor Company or in favor of to a Restricted Subsidiary; (v4) Liens mortgages existing on the date of initial issuance of the NotesSecurities of such series; (vi5) Liens mortgages on property or other assets of a Person corporation existing at the time the Person such corporation is merged into or consolidated with the Company or any a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person corporation as an entirety or substantially as an entirety to either the Company or any a Restricted Subsidiary, provided that such Lien mortgage was not incurred in anticipation of the such merger or consolidation or sale, lease or other disposition; (vii6) Liens arising mortgages in favor of the United States of America or any State, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States of America or any State, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of construction or improvement of the property subject to such mortgages; (7) mortgages created in connection with the financing of accounts receivable by the Company or any Restricted Subsidiarya project financed with, and created to secure, a Nonrecourse Obligation; provided that the uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; andor (viii) extensions8) any extension, renewals renewal or replacements replacement (or successive extensions, renewals or replacements) ), in whole or in part part, of any Lien mortgage referred to in this Section 2.8 the foregoing clauses (1) to (7), inclusive, without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such extension, renewal or replacement) Debt secured by the Lienthereby; provided, however, that any Permitted Liens such extension, renewal or replacement shall not extend be limited to all or cover any property a part of the Company property which secured the mortgage extended, renewed or that of any Restricted Subsidiary, as the case may be, other than the property specified in this Section 2.8 and replaced (plus improvements to this on such property). (b) Notwithstanding the foregoingforegoing provisions of this Section 1008, the Company and any one or more Restricted Subsidiary Subsidiaries may issue, incur, create, assume, incur assume or guarantee Indebtedness Debt secured by mortgages which would otherwise be subject to the foregoing restrictions ("Exempted Secured Debt") in an aggregate amount which, together with all other outstanding Debt of the Company and its Restricted Subsidiaries which (if originally issued, incurred, created, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions (including Attributable Debt in respect of Sale and Lease-Backs as provided in Section 1009, but not including Debt permitted to be secured under any of clauses (1) through (8) above or Attributable Debt with respect to a Lien without equally Sale and ratably securing Lease-Back if Debt at least equal in amount to the Notes; providedAttributable Debt in respect of such Sale and Lease-Back could have been issued, that incurred, created, assumed or guaranteed by the Company or one or more Restricted Subsidiaries under any of clauses (1) through (8) above), does not at the time exceed the greater of such creation, assumption, incurrence $300,000,000 or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 510% of Consolidated Total AssetsNet Tangible Assets of the Company.

Limitations on Liens. (a) The Company After the date hereof and so long -------------------- as any Notes are Outstanding, the Issuer will not, and will not permit any Restricted Subsidiary to, createissue, assume, incur assume or guarantee any Indebtedness which is secured by a mortgage, pledge, security interest, pledge, lien or encumbrance (each a "lien, charge or other encumbrance ") upon any Principal Property, or any shares of its stock of or its Indebtedness issued by any Restricted Subsidiaries’ properties or assets (a “Lien”)Subsidiary, whether now owned on the date of issuance of or hereafter acquired, without effectively providing that, for so long as such lien shall continue in existence with respect to such secured Indebtedness, the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company Issuer shall so determinesdetermine, any other Indebtedness of or guaranty the Issuer ranking equally with the Notes, it being understood that for purposes hereof, Indebtedness which is secured by the Company or such Restricted Subsidiary then existing or thereafter created that a lien and Indebtedness which is not subordinated to the Notes) for so long as such other Indebtedness is so secured shall not, solely by reason of such lien, be deemed to be of different ranking) shall be equally and ratably secured by a lien ranking ratably with or equal to (and any Lien created for or at the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that Issuer's option prior to) such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other secured Indebtedness); provided, however, that the above restrictions foregoing covenant shall not apply to the following (the “Permitted Liens”):to: (ia) Liens liens existing on property the date the Note or other Notes of the subject series are issued; (b) liens on the stock, assets or Indebtedness of a Person existing at the same time such Person becomes a Restricted Subsidiary unless created in contemplation of such Restricted Subsidiary becoming such; (c) liens on any assets or Indebtedness of a Person existing at the time such Person becomes is merged into the Issuer or a Restricted SubsidiarySubsidiary or at the time of a purchase, provided that such Lien was not incurred in anticipation lease or other acquisition of such Person becoming the assets of a corporation or firm as an entirety or substantially as an entirety by the Issuer or any Restricted Subsidiary; (iid) Liens liens on property or other assets any Principal Property existing at the time of acquisition thereof by the Company Issuer or any Restricted Subsidiary, provided that such Lien was not incurred in anticipation or liens to secure the payment of the purchase price of such acquisition; (iii) Liens on property Principal Property by the Issuer or assets any Restricted Subsidiary, or to secure any Indebtedness incurred prior toincurred, at assumed or guaranteed by the time of, Issuer or within 270 days after, the acquisition of such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of substantial commercial operation of such real property a Restricted Subsidiary for the purpose of financing all or any part of the purchase price of such Principal Property or improvements or construction thereon, which Indebtedness is incurred, assumed or guaranteed prior to, at the time of, or within one year after such acquisition (or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later); provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any Principal Property theretofore owned by the Issuer or a Restricted Subsidiary, other than the Principal Property so acquired, constructed or improved; (e) liens securing Indebtedness owing by any Restricted Subsidiary to the Issuer; (f) liens in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract, statute, rule or regulation or to secure any Indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price (or, in the case of real property, the cost of construction thereof or improvement) of the making of improvements theretoPrincipal Property subject to such liens (including but not limited to, liens incurred in connection with pollution control, industrial revenue or similar financings); (ivg) Liens in the Company’s favor pledges, liens or deposits under worker's compensation or similar legislation, and liens thereunder which are not currently dischargeable, or in favor connection with bids, tenders, contracts (other than for the payment of a Restricted Subsidiary; (vmoney) Liens existing on or leases to which the date of issuance of the Notes; (vi) Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with the Company Issuer or any Restricted Subsidiary is a party, or at to secure the time of a sale, lease public or other disposition statutory obligations of the properties of a Person as an entirety or substantially as an entirety to either the Company Issuer or any Restricted Subsidiary, provided that such Lien was not incurred or in anticipation connection with obtaining or maintaining self-insurance, or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or to secure surety, performance, appeal or customs bonds to which the merger Issuer or consolidation any Restricted Subsidiary is a party, or sale, lease in litigation or other disposition; (vii) Liens arising proceedings in connection with the financing matters heretofore referred to in this clause, such as, but not limited to, interpleader proceedings, and other similar pledges, liens or deposits made or incurred in the ordinary course of accounts receivable business; (h) liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including liens arising out of judgments or awards against the Issuer or any Restricted Subsidiary with respect to which the Issuer or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable judgment liens which are satisfied within 15 days of the date of judgment; or liens incurred by the Company Issuer 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 Issuer or such Restricted Subsidiary is a party; (i) liens for taxes or assessments or governmental charges or levies not yet due or delinquent; or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord's liens on property held under lease; and any other liens or charges incidental to the conduct of the business of the Issuer or any Restricted Subsidiary; provided that , or the uncollected ownership of their respective assets, which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of the Board of Directors of the Issuer, materially impair the use of such assets in the operation of the business of the Issuer or such Restricted Subsidiary or the value of such Principal Property for the purposes of such business; (j) liens to secure the Issuer's or any Restricted Subsidiary's obligations under agreements with respect to spot, forward, future and option transactions, entered into in the ordinary course of business; (k) liens not permitted by the foregoing clauses (a) to (j), inclusive, if at the time of, and after giving effect to, the creation or assumption of any such lien, the aggregate amount of account receivables subject at any time to any all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries (without duplication) secured by all such financing shall liens not so permitted by the foregoing clauses (a) through (j), inclusive, together with the Attributable Debt in respect of Sale and Lease-Back Transactions permitted by paragraph (a) under Section 3.6 do not exceed $150,000,000200,000,000; and (viiil) extensionsany extension, renewals renewal or replacements replacement (or successive extensions, renewals or replacements) in whole or in part part, of any Lien lien referred to in this Section 2.8 without increase of the foregoing clauses (a) to (k), inclusive; provided, however, that the principal amount of Indebtedness secured thereby unless otherwise excepted under clauses (a) through (k) shall not exceed the principal amount of Indebtedness (plus any premium or fee payable in connection with any so secured at the time of such extension, renewal or replacement) secured by the Lien; provided, howeverand that such extension, that any Permitted Liens renewal or replacement shall not extend be limited to all or cover any property a part of the Company assets (or that of any Restricted Subsidiaryreplacements therefor) which secured the lien so extended, as the case may be, other than the property specified in this Section 2.8 renewed or replaced (plus improvements and improvements to this construction on real property). (b) Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably securing the Notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness secured by Liens other than Permitted Liens, and (ii) the Attributable Debt of all the Company’s Sale/Leaseback Transactions permitted by Section 2.9(c) does not at such time exceed 5% of Consolidated Total Assets.