Common use of Limitation on Liens Clause in Contracts

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon (or any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are secured equally and ratably with or prior to such other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Domestic Subsidiary to, create, incur, assume issue, assume, or otherwise have outstanding guarantee any Debt secured by any Lien securing on any indebtedness for borrowed money or interest thereon (Principal Property, or any liability shares of stock of or Debt of any Domestic Subsidiary, without effectively providing that all amounts payable by the Company to the Banks, the Issuing Lenders and the Administrative Agent hereunder (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Domestic Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liablepayment of principal of, either directly or indirectlyand interest on the Loans, for borrowed money or interest thereonthe Notes and the L/C Obligations), and all other than Permitted Liensamounts payable by the Company to the Banks, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Issuing Lenders and the Administrative Agent hereunder shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed after Debt plus all Attributable Debt of the date hereof Company and otherwise prohibited by this Indenture does its Domestic Subsidiaries in respect of Sale and Leaseback Transactions (as defined in Section 8.06 hereof) would not exceed 105% of the Corporation’s Consolidated Net Tangible Assets; provided, however, that this Section 8.05 shall not apply to, and there shall be excluded from secured Debt in any computation under this Section 8.05, Debt secured by: (a) Liens on Property (including any shares of stock or Debt) of any Person on which Liens are existing at the time such Person becomes a Domestic Subsidiary or at the time it is merged into or consolidated with the Company or any Domestic Subsidiary; (b) Liens in favor of the Company or any Domestic Subsidiary; (c) Liens in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Liens on Property (including shares of stock or Debt) existing at the time of acquisition thereof (including acquisition through merger or consolidation); (e) Liens on Property (including shares of stock or Debt) to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such Property, the completion of any construction or the commencement of full operation, for the purpose of financing all or any part of the purchase price or construction cost thereof; and (f) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (a) to (e), inclusive; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same Property secured by the Lien extended, renewed or replaced (plus improvements on such Property). In addition to the foregoing, (A) the Company will not itself, and will not permit any Material Domestic Subsidiary to, (i) create, incur or suffer to exist any Lien securing any Debt covering any Receivables or domestic Inventory, except to the extent either in existence on the date hereof or constituting Liens of the type referred to in paragraph (a), (c), (d), (e) or (f) above and except as permitted in the next following paragraphs or (ii) sell or discount any domestic Inventory or Receivables except in the ordinary course of the business of the Company and its Material Domestic Subsidiaries (including, for the avoidance of doubt, any sale or assignment of long-term customer finance leases in the ordinary course of business) and except as permitted in the next following paragraphs, and (B) the Company will not itself, and will not permit any Material Domestic Subsidiary to (other than in the ordinary course of business), sell, assign or transfer any Receivables or domestic Inventory in excess of $75,000,000 in any fiscal year for all such sales, assignments and transfers to any Subsidiary of the Company other than a Material Domestic Subsidiary and other than the sale of Receivables to any special purpose entity used solely in connection with asset securitizations constituting a Permitted Receivables Transfer described in the next following paragraph. Notwithstanding the foregoing, transactions such as the sale Company and its Material Domestic Subsidiaries may create, incur and suffer to exist Liens securing Debt covering Receivables (including “Permitted Receivables Liens”), and may sell and discount Receivables (and supporting rights and assets) transferred by the Company, Motorola Credit or any forward sale) of their respective Domestic Subsidiaries directly or other transfer of: indirectly to (i) oil, gas, minerals any special purpose entity used solely in connection with asset securitizations as part of an asset securitization financing facility or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, facilities or (ii) a third party pursuant to a factoring or sale arrangement (collectively, “Permitted Receivables Transfers”), provided that the total face amount of Receivables subject to Permitted Receivables Liens and Permitted Receivables Transfers outstanding at any other interest in property time does not exceed an amount equal to the greater of (a) $950,000,000 or (b) at any time of measurement, 35% of the character commonly referred sum of (x) the face amount of receivables of the Company and its Subsidiaries outstanding at such time plus, (y) without duplication, the face amount of receivables sold by the Company or any of its Subsidiaries as part of any asset securitization financing facility or any third party factoring or sale arrangement which are outstanding under such facility or arrangement at such time (the outstanding face amount of such receivables to as be determined in a “production payment”, will not constitute a Lien and will not result manner consistent with the methodology described in the Corporation next following paragraph). For purposes hereof, the “outstanding” face amount of receivables (including Receivables) at any time shall mean (i) in the case of Receivables subject to a Permitted Receivables Lien, the face amount of such receivables at such time and (ii) in the case of Receivables subject to a Permitted Receivables Transfer arising under an asset securitization financing facility or third party factoring or sale arrangement, the aggregate face amount of Receivables so transferred minus the sum (without duplication) of (x) for any such Receivables that have been paid in full (whether by the underlying account obligor or a Restricted Subsidiary being required guarantor or surety therefor), or any such Receivables that have been written off in accordance with GAAP by the respective purchaser thereof in such facilities or arrangements, the face amount of the Receivables so paid or written off and (y) for any such Receivables that have been retransferred to secure the SecuritiesCompany or any of its Domestic Subsidiaries by the respective purchaser thereof in such facilities or arrangement, the face amount of such Receivables so retransferred.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien of its any kind (except for Permitted Liens) or assign or otherwise convey any right to receive any income, profits or proceeds on or with respect to any of the Company’s or any Restricted Subsidiaries Subsidiary’s property or assets, including any shares or stock or Debt of any Restricted Subsidiary, whether owned at or acquired after the Closing Date, or any income, profits or proceeds therefrom unless: (1) in the case of any Lien securing Subordinated Debt, the Issuers’ obligations in respect of the Notes, the obligations of the Guarantors under the Guarantees and all other amounts due under this Indenture are directly secured by a Lien on such property, assets or proceeds that is senior in priority to the Lien securing the Subordinated Debt until such time as the Subordinated Debt is no longer secured by a Lien; and (2) in the case of any other Lien, the Company’s obligations in respect of the Notes, the obligations of the Guarantors under the Guarantees and all other amounts due under this Indenture are equally and ratably secured with the obligation or liability secured by such Lien. (b) Notwithstanding the foregoing, the Issuers will not and will not permit any Guarantor to, create, incur, assume or otherwise have outstanding suffer to exist any Lien securing any indebtedness for borrowed money or interest thereon (or any liability other than in favor of the Corporation or such Trustee for the benefit of the Holders) upon any of the Collateral other than Permitted Liens and, further, the Company will not and will not permit any Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liableSubsidiary to, either directly or indirectly, for borrowed money create, incur, assume or interest thereon), suffer to exist any Lien on any Capital Stock or intercompany Debt issued by any Guarantor other than Permitted Liens, without also simultaneously in favor of the Trustee for the benefit of the Holders. (c) Any such Lien arising as a result of Section 4.13(a)(1) or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that Section4.13(a)(2) will be automatically and unconditionally released and discharged concurrently with the Securities are secured equally and ratably with or prior unconditional release of the Lien which gave rise to such Lien (other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to than as a “production payment”, will not constitute a Lien and will not result in consequence of an enforcement action with respect to the Corporation or a Restricted Subsidiary being required assets subject to secure the Securitiessuch Lien).

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon (or any liability of the Corporation Company or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation Company or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are secured equally and ratably with or prior to such other indebtedness or liability, except that the Corporation Company and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ Liens created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% of the Corporation’s Company's Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”"PRODUCTION PAYMENT", will not constitute a Lien and will not result in the Corporation Company or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities Notes are Outstanding and subject to the terms of this Indentureoutstanding, the Corporation Issuer and the Guarantor will not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, incur or assume or otherwise have outstanding any Lien on any Principal Property or upon any shares or stock of any Restricted Subsidiary securing any indebtedness for borrowed money (“Debt”) or interest thereon on any Debt (or any liability of the Corporation Issuer or such Restricted the Guarantor or any of the Guarantor’s Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation Issuer, the Guarantor or such Restricted any of its Subsidiaries are is contingently liable, either directly or indirectly, for borrowed money Debt or interest thereonon Debt), other than Permitted Liens, without also simultaneously at the same time or prior thereto to that time securing, or causing such Restricted Subsidiaries Subsidiary to secure, indebtedness under this Indenture the Notes so that the Securities such Notes are secured equally and ratably with or prior to such the other indebtedness Debt or liability, except that the Corporation Issuer, the Guarantor and its Restricted Subsidiaries any Subsidiary may incur a Lien on any Principal Property to secure indebtedness for borrowed money Debt or interest on any Debt (or any such liability) or enter into a Sale and Leaseback Transaction on any Principal Property without securing the Securities if, after giving effect thereto, Notes if the principal sum of: (i) The amount of indebtedness for borrowed money Debt outstanding at the time secured by ▇▇▇▇▇ Liens on any Principal Property or upon any shares or stock of any Restricted Subsidiary created, incurred or assumed after the date hereof of the Notes and otherwise prohibited by this Indenture the Notes; and (ii) The Attributable Value at the time of all Sale and Leaseback Transactions on any Principal Property entered into after the date of the Notes and otherwise prohibited by the Notes, does not exceed the greater of $625 million or 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property Assets of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the SecuritiesGuarantor.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will The Parent Guarantor shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, assume or otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon (or any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money create, Incur, assume or interest thereon)suffer to exist any Lien of any kind or assign or otherwise convey any right to receive any income, profits or proceeds on or with respect to any of the Parent Guarantor’s or any Restricted Subsidiary’s property or assets, constituting Collateral, whether owned at or acquired after the Issue Date, or any income, profits or proceeds therefrom other than Permitted Collateral Liens. The Parent Guarantor shall not, without also simultaneously and shall not permit any Restricted Subsidiary to, directly or prior thereto securingindirectly, create, Incur, assume or suffer to exist any Lien of any kind (except for Permitted Liens) or assign or otherwise convey any right to receive any income, profits or proceeds on or with respect to any of the Parent Guarantor’s or any Restricted Subsidiary’s property or assets, including any shares of stock or any Debt of any Restricted Subsidiary but excluding any Capital Stock, Debt or other securities of any Unrestricted Subsidiary, whether owned at or acquired after the Issue Date, or causing any income, profits or proceeds therefrom unless: (a) in the case of any Lien securing Subordinated Debt, the Issuers’ obligations in respect of the Notes (or a Guarantee in the case of Liens securing Subordinated Debt of a Guarantor) are directly secured by a Lien on such Restricted Subsidiaries property, assets or proceeds that is senior in priority to securethe Lien securing the Subordinated Debt until such time as the Subordinated Debt is no longer secured by a Lien; and (b) in the case of any other Lien, indebtedness the Issuers’ obligations in respect of the Notes (or a Guarantee in the case of Liens securing Debt of a Guarantor), and all other amounts due under this Indenture so that the Securities are secured equally and ratably secured with the obligation or prior to such other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money liability secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the SecuritiesLien.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise have outstanding suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except for the following (collectively, “Permitted Liens”): (a) Liens securing any indebtedness for borrowed money or interest thereon (or any liability payment of the Corporation or such Restricted Subsidiaries under Obligations; (b) Liens solely on any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are secured equally and ratably with or prior to such other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by c▇▇▇ ▇▇▇▇▇▇▇ created, incurred money deposits made by any Borrower or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% any of its Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Investment permitted hereunder; (c) Liens existing as of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoingClosing Date and listed on Schedule 9.02, transactions such as the sale (including securing Indebtedness permitted under Section 9.01(c), and any forward sale) modification, replacement, refinancing, renewal or other transfer of: extension thereof; provided that (i) oilno such Lien shall encumber any additional property not encumbered as of the Closing Date, gasother than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, minerals accessions thereto and improvements thereon (ii) the amount of Indebtedness secured by such Lien shall not be increased from the amount outstanding on the Closing Date and (ii) any such modification, replacement, refinancing, renewal or other resources extension of a primary naturethe obligations secured or benefited by such Liens, whether if constituting Indebtedness, is permitted by Section 9.01; (d) Liens securing Indebtedness of the type permitted under Section 9.01(e); provided, that (i) such Lien is granted within ninety (90) days after such Indebtedness is incurred, and (ii) such Lien secures only the assets that are the subject of the Indebtedness referred to in place Section 9.01(e); (e) Liens arising by operation of law in favor of banks or when producedsaving banks (Sparkassen), carriers, warehousemen, mechanics, materialmen and landlords incurred in the Ordinary Course of Business for amounts not overdue for a period of time untilmore than forty-five (45) days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Applicable Accounting Standards shall have been established on its books; (f) any landlord's pledge (Vermieterpfandrecht) arising by operation of law under a lease in favor of the relevant third party landlord; (g) Liens incurred or deposits made in the Ordinary Course of Business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of e▇▇▇▇▇▇ money deposits under letters of intent or purchase money agreements, tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the Ordinary Course of Business or to secure obligations on surety, stay, appeal or performance bonds; (h) Liens on assets securing judgments, awards, attachments or decrees which do not constitute an amount Event of Default under Section 10.01(i); (i) easements, rights-of-way, restrictions, encroachments, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such thatLien is attached; (j) Liens for Taxes, assessments or other governmental charges or levies not overdue, or that are being diligently contested in good faith by appropriate proceedings where the purchaser will realize therefrom a specified amount execution or enforcement of money such Lien has been stayed and for which adequate reserves in accordance with Applicable Accounting Standards shall have been established on its books; (k) Liens arising in the Ordinary Course of Business by virtue of any contractual (including any Lien arising under the general terms and conditions of banks or a specified rate of return saving banks (however determinedSparkassen) (Allgemeine Geschäftsbedingungen der Banken und Sparkassen)), statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a specified amount depository institution or securities intermediary, provided the applicable provisions of Section 8.14 have been complied with in respect of such oildeposit or securities accounts; (l) any interest of any other Person as a lessee, gaslicensee or sublessee or sublicensee under any lease, minerals, license or other resources sublease entered into by any such Loan Party or its Subsidiary in the Ordinary Course of a primary nature, or Business and (ii) any leases, licenses, subleases and sublicenses entered into by any such Loan Party or Subsidiary as lessor, licensor, sublessor or sublicensor in the Ordinary Course of Business, in each case, covering only the assets so leased, subleased, licensed or sublicensed and if with respect to any technology or other interest in property IP Rights and permitted under Section 9.4(o); (m) Liens of sellers of goods to such Person arising under Article II of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result UCC or similar provisions of Applicable Law in the Corporation Ordinary Course of Business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; (n) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto, to the extent permitted under Section 9.01(h); (o) precautionary Uniform Commercial Code filings (or equivalent filings or registrations in foreign jurisdictions) pursuant to an operating lease entered into in the Ordinary Course of Business; (p) pledges and deposits of cash or Cash Equivalents in the Ordinary Course of Business securing liabilities to insurance carriers providing property, casualty, liability or other insurance to Spark and its Subsidiaries or otherwise securing Indebtedness of the types described in Sections 9.01 (m) and (q), in the aggregate amount under this clause (p) and clause (q) not to exceed $1,000,000 in the aggregate at any time outstanding; (q) pledges and deposits of cash or Cash Equivalents in the Ordinary Course of Business securing any rental deposits in respect of any property leased or licensed by Spark or one of its Subsidiaries, in the aggregate amount under this clause (q) and clause (p) not to exceed $1,000,000 in the aggregate at any time outstanding; (r) Liens securing Indebtedness permitted by Section 9.01(b); (s) other Liens with respect to which the aggregate amount of the obligations secured thereby does not exceed the greater of (i) $2,500,000 and (ii) 8.5% of Consolidated Adjusted EBITDA for the most recent Test Period; (t) any Lien created in respect of Section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or Section 7e of the Fourth Book of the German Social Code (Sozialgesetzbuch IV); (u) Liens or rights of setoff against credit balances of any Borrower or any of its Subsidiaries with credit card issuers, payment processors or other amounts owing by payment card issuers or payment processors in the Ordinary Course of Business; (v) Liens (i) in favor of the Loan Parties and (ii) granted by any Subsidiary that is not a Restricted Loan Party in favor of any other Subsidiary being required to secure that is not a Loan Party, in the Securitiescase of each of clauses (i) and (ii) above, securing intercompany Indebtedness permitted under Section 9.01; and (w) Liens securing Hedging Obligations permitted hereunder.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries toSubsidiaries, createto incur, incurissue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed money or interest thereon (or any liability other indebtedness evidenced by notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (“Debt”) secured by pledge of, or mortgage, deed of trust or other lien on, any Principal Property owned by the Company or any Restricted Subsidiary, or any shares of stock or other ownership interests or Debt of any Restricted Subsidiary held by the Company or any Restricted Subsidiary (collectively, “Mortgages”), without effectively providing that the Notes of all series (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Notes) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ createdDebt which would otherwise be prohibited, incurred or assumed after plus all Attributable Debt of the date hereof Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions which would otherwise be prohibited by this Indenture does Section 4.09 would not exceed the sum of 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing; provided, transactions such as the sale that this Section 4.08 shall not apply to, and there shall be excluded from secured Debt in any computation under this Section 4.08, Debt secured by: (including 1) Mortgages on property of, or on any forward sale) shares of stock or other transfer ownership interests or Debt of: , any corporation or any other entity existing at the time such corporation or entity becomes a Restricted Subsidiary; (2) Mortgages to secure indebtedness of any Restricted Subsidiary to the Company or to another Restricted Subsidiary; (3) Mortgages for taxes, assessments or governmental charges or levies (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, that are not then due and delinquent or (ii) the validity of which is being contested in good faith by appropriate proceedings; (4) Mortgages of materialmen, mechanics, carriers, workmen, repairmen, landlords or other like Mortgages, or deposits to obtain the release of these Mortgages; (5) Mortgages arising under an order of attachment or restraint or similar legal process so long as the execution or enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith; (6) Mortgages (i) to secure public or statutory obligations, (ii) to secure payment of workmen’s compensation, (iii) to secure performance in connection with tenders, leases of real property, bids or contracts or (iv) to secure (or in lieu of) surety or appeal bonds and Mortgages made in the ordinary course of business for similar purposes; (7) Mortgages in favor of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States or any state thereof, or in favor of any other interest in property country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute (including Debt of the character commonly pollution control or industrial revenue bond type) or to secure any Debt 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; (8) Mortgages on property (including any lease which should be capitalized on the lessee’s balance sheet in accordance with generally accepted accounting principles), shares of stock or other ownership interests or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation or through purchase or transfer of the properties of a corporation or any other entity as an entirety or substantially as an entirety) or to secure the payment of all or any part of the purchase price or construction cost or improvement cost thereof or to secure any Debt incurred prior to, at the time of or within one (1) year after the acquisition of such property or shares or other ownership interests or Debt or the completion of any such construction (including any improvements on an existing property) or the commencement of commercial operation of such property, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; (9) Mortgages existing as of the Issue Date; and (10) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation foregoing clauses (1) through (9), inclusive; provided that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by such Mortgage at such time is not increased; provided, further, that these restrictions shall not apply to (i) any gold-based loan or forward sale arrangement and (ii) any Mortgage upon property owned or leased by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary owns an interest to secure the Company’s or a Restricted Subsidiary being Subsidiary’s proportionate share of any payments required to secure be made to any Person incurring the Securitiesexpense of developing, exploring or conducting operations for the recovery, processing or sale of the mineral resources of such owned or leased property and any such loan, arrangement or payment referred to in clauses (i) and (ii) of this proviso shall not be deemed to constitute secured Debt and shall not be included in any computation under these restrictions.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Domestic Subsidiary to, create, incur, assume issue, assume, or otherwise have outstanding guarantee any Debt secured by any Lien securing on any indebtedness for borrowed money or interest thereon (Principal Property, or any liability shares of stock of or Debt of any Domestic Subsidiary, without effectively providing that all amounts payable by the Company to the Banks, the Issuing Lenders and the Administrative Agent hereunder (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Domestic Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liablepayment of principal of, either directly or indirectlyand interest on the Loans, for borrowed money or interest thereonthe Notes and the L/C Obligations), and all other than Permitted Liensamounts payable by the Company to the Banks, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Issuing Lenders and the Administrative Agent hereunder shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed after Debt plus all Attributable Debt of the date hereof Company and otherwise prohibited by this Indenture does its Domestic Subsidiaries in respect of Sale and Leaseback Transactions (as defined in Section 8.06 hereof) would not exceed 105% of the Corporation’s Consolidated Net Tangible Assets; provided, however, that this Section 8.05 shall not apply to, and there shall be excluded from secured Debt in any computation under this Section 8.05, Debt secured by: (a) Liens on Property (including any shares of stock or Debt) of any Person on which Liens are existing at the time such Person becomes a Domestic Subsidiary or at the time it is merged into or consolidated with the Company or any Domestic Subsidiary; (b) Liens in favor of the Company or any Domestic Subsidiary; (c) Liens in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Liens on Property (including shares of stock or Debt) existing at the time of acquisition thereof (including acquisition through merger or consolidation); (e) Liens on Property (including shares of stock or Debt) to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such Property, the completion of any construction or the commencement of full operation, for the purpose of financing all or any part of the purchase price or construction cost thereof; and (f) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (a) to (e), inclusive; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same Property secured by the Lien extended, renewed or replaced (plus improvements on such Property). In addition to the foregoing, (A) the Company will not itself, and will not permit any Material Domestic Subsidiary to, (i) create, incur or suffer to exist any Lien securing any Debt covering any Receivables or domestic Inventory, except to the extent either in existence on the date hereof or constituting Liens of the type referred to in paragraph (a), (c), (d), (e) or (f) above and except as permitted in the next following paragraphs, or (ii) sell or discount any domestic Inventory or Receivables except in the ordinary course of the business of the Company and its Material Domestic Subsidiaries and except as permitted in the next following paragraphs, and (B) the Company will not itself, and will not permit any Material Domestic Subsidiary to, sell, assign or transfer any Receivables or domestic Inventory to any Subsidiary of the Company other than a Material Domestic Subsidiary and other than the sale of Receivables to any special purpose entity used solely in connection with asset securitizations constituting a Permitted Receivables Transfer described in the next following paragraph. Notwithstanding the foregoing, transactions such as the sale Company and its Material Domestic Subsidiaries may create, incur and suffer to exist Liens securing Debt covering Receivables (including “Permitted Receivables Liens”), and may sell and discount Receivables (and supporting rights and assets) transferred by the Company, Motorola Credit or any forward sale) of their respective Domestic Subsidiaries directly or other transfer of: indirectly to (i) oil, gas, minerals any special purpose entity used solely in connection with asset securitizations as part of an asset securitization financing facility or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, facilities or (ii) a third party pursuant to a factoring or sale arrangement (collectively, “Permitted Receivables Transfers”), provided that the total face amount of Receivables subject to Permitted Receivables Liens and Permitted Receivables Transfers outstanding at any other interest in property time does not exceed an amount equal to the greater of (a) $750,000,000 or (b) at any time of measurement, 35% of the character commonly referred sum of (x) the face amount of receivables of the Company and its Subsidiaries outstanding at such time plus, (y) without duplication, the face amount of receivables sold by the Company or any of its Subsidiaries as part of any asset securitization financing facility or any third party factoring or sale arrangement which are outstanding under such facility or arrangement at such time (the outstanding face amount of such receivables to as be determined in a “production payment”, will not constitute a Lien and will not result manner consistent with the methodology described in the Corporation next following paragraph). For purposes hereof, the “outstanding” face amount of receivables (including Receivables) at any time shall mean (i) in the case of Receivables subject to a Permitted Receivables Lien, the face amount of such receivables at such time and (ii) in the case of Receivables subject to a Permitted Receivables Transfer arising under an asset securitization financing facility or third party factoring or sale arrangement, the aggregate face amount of Receivables so transferred minus the sum (without duplication) of (x) for any such Receivables that have been paid in full (whether by the underlying account obligor or a Restricted Subsidiary being required guarantor or surety therefor), or any such Receivables that have been written off in accordance with GAAP by the respective purchaser thereof in such facilities or arrangements, the face amount of the Receivables so paid or written off and (y) for any such Receivables that have been retransferred to secure the SecuritiesCompany or any of its Domestic Subsidiaries by the respective purchaser thereof in such facilities or arrangement, the face amount of such Receivables so retransferred.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly create, incur, assume assume, guarantee or otherwise have become liable for any Debt secured by a Lien on any Principal Property or by a Lien on any Debt or shares of capital stock of, or other ownership interests in, any Restricted Subsidiary ("Secured Debt") (whether such Principal Property, Debt, shares of capital stock or ownership interests are owned or outstanding any Lien securing any indebtedness for borrowed money or interest thereon (or any liability at the date of the Corporation indenture or such Restricted Subsidiaries under any guarantee thereafter acquired or endorsement or other instrument under which issued, as the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are secured equally and ratably with or prior to such other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries case may incur a Lien to secure indebtedness for borrowed money without securing the Securities be) if, immediately after giving effect thereto, the sum, without duplication, of (a) the aggregate principal amount of indebtedness all Secured Debt (other than Excluded Debt (as defined below)) and (b) the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions (other than Excluded Transactions (as defined below)) would exceed 10% of the Company's Consolidated Net Tangible Assets as of the date of determination, unless the Company provides, concurrently with or prior to the creation, incurrence, assumption or guarantee of such Secured Debt, that the securities, including the notes, shall be secured equally and ratably with (or, at the option of the Company, prior to) such Secured Debt (but only for borrowed money so long as such Secured Debt is so secured). The provisions set forth in the immediately preceding paragraph shall not apply to Debt secured by ▇▇▇▇▇ the following Liens ("Excluded Debt"): (1) Liens existing as of the date of the indenture; (2) Liens on any Principal Property, Debt, shares of capital stock or other ownership interests existing at the time of acquisition thereof (whether by merger, consolidation, acquisition of stock or assets or otherwise) by the Company or any of the Company's Subsidiaries; (3) Liens upon or with respect to any Principal Property acquired, constructed or improved by the Company or any of the Company's Subsidiaries after the date of the indenture which (A) are created, incurred or assumed after contemporaneously with, or within 360 days after, the date hereof latest to occur of the acquisition (whether by merger, consolidation, acquisition of stock or assets or otherwise), or the completion of construction or improvement, as the case may be, of such Principal Property, and otherwise prohibited by this Indenture (B) secure Debt incurred or assumed to finance all or any part of the purchase price of such Principal Property or the cost of such construction or improvement, as the case may be, provided that such Liens are limited to the Principal Property so acquired, constructed or improved and the amount of such Debt does not exceed 10% the purchase price of such acquisition (determined as of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding date of such acquisition) or the foregoingcost of such construction or improvement (determined as of the date of completion of such construction or improvement), transactions such as the sale case may be, and provided, further, that for purposes of this clause (including 3), the date of acquisition of any forward salePrincipal Property acquired by merger, consolidation or acquisition of stock shall be the effective date of such merger or consolidation or the date such stock acquisition is completed, as the case may be; (4) Liens originally entered into by a Person other than the Company or one of the Company's Subsidiaries and existing at the time such Person was acquired by the Company or any of the Company's Subsidiaries (whether by merger, consolidation, acquisition of stock or otherwise); (5) Liens on the property of any Subsidiary securing Debt owing by such Subsidiary to the Company or to any other transfer of: Subsidiary; (i6) oilLiens in favor of governmental bodies to secure advance or progress payments pursuant to any contract or statute and Liens in favor of governmental bodies incurred in connection with industrial revenue, gaspollution control, minerals private activity bond or similar financing; (7) Liens or deposits in connection with workers' compensation, unemployment insurance and other resources social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (8) Liens for taxes, governmental assessments or similar governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty or which are being contested by the Company in good faith and by appropriate action; (9) statutory liens and landlords', carriers', workers', warehousemen's, mechanics', suppliers', materialmen's, repairmen's and other similar Liens arising by operation of law in the ordinary course of business and with respect to amounts not yet delinquent or which are being contested by the Company in good faith and by appropriate action; (10) Liens or deposits to secure (a) performance in connection with bids, tenders, contracts or leases to which the Company or a Subsidiary is a party and which Liens and deposits do not secure Debt or (b) surety, stay, appeal, indemnity, customs or performance bonds which do not involve Debt; (11) easements, exceptions, reservations or 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 the Company's Subsidiaries; (12) Liens created in connection with a project financed with, and created to secure indebtedness or lease obligations substantially related to (a) the acquisition of assets not previously owned by the Company or any Subsidiary, or (b) the financing of a primary natureproject involving the development or expansion of the Company's properties or properties of any Subsidiary, whether as to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any Subsidiary or any of the Company's assets or any assets of any Subsidiary other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof); and (13) Liens for the sole purpose of extending, renewing or replacing in place whole or when producedin part the Debt secured thereby referred to in the foregoing clauses (1) through (12), for a period of time untilinclusive, or in this clause (13); provided, however, that the Debt excluded pursuant to this clause (13) shall be excluded only in an amount such that, not to exceed the purchaser will realize therefrom a specified principal amount of money Debt so secured at the time of such extension, renewal or replacement (together with any premium, fees or expenses (other than interest) payable in connection with any such replacement, extension or renewal), and that such extension, renewal or replacement shall be limited to all or a specified rate part of return (however determined)the Principal Property, or a specified amount Debt, shares of such oil, gas, minerals, capital stock or other resources of a primary natureownership interests, as the case may be, subject to the Lien so extended, renewed or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiesreplaced.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will The Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue or assume or otherwise have outstanding any Lien securing on any indebtedness for borrowed money or interest thereon (or Restricted Property to secure Indebtedness without, in any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liablecase, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so effectively providing that the Securities are (together with, if the Company shall so determine, any other Indebtedness of the Company or any Restricted Subsidiary then existing or thereafter created) shall be secured equally and ratably with or prior to such other indebtedness or liabilitysecured Indebtedness for so long as such secured Indebtedness shall be so secured, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifunless, after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money all such secured Indebtedness then outstanding (excluding Indebtedness secured by ▇▇▇▇▇ createdany Lien permitted under subsections (a) through (e) below) plus the aggregate amount of Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale/Leaseback Transactions then outstanding (other than any Sale/Leaseback Transaction permitted by (i) Clause (b) of the first paragraph of Section 1008, incurred (ii) the proviso to the first paragraph of Section 1008 or assumed after (iii) the date hereof and otherwise prohibited by this Indenture does second paragraph of Section 1008) would not exceed 10an amount equal to an aggregate of 15% of the Corporation’s Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section 1006 shall prevent or restrict: (a) any Lien existing on any Restricted Property on the date of acquisition thereof by the Company or any of its Restricted Subsidiaries, or any Lien arising after such acquisition pursuant to contractual commitments entered into prior to such acquisition; (b) any Lien on any Restricted Property securing Indebtedness incurred or assumed for the purpose of financing the purchase price thereof or the cost of construction, improvement or repair of all or any part thereof; provided that such Lien attaches to such Restricted Property within 12 months after the acquisition thereof or completion of construction, improvement or repair thereof and does not attach to any other Restricted Property; (c) any Lien existing on any Restricted Property of any Restricted Subsidiary prior to the time such Restricted Subsidiary becomes a Subsidiary of the Company, or any Lien arising after such time pursuant to contractual commitments entered into prior to and not in contemplation thereof; (d) any Lien on any Restricted Property securing Indebtedness owed by a Subsidiary to the Company or to another Subsidiary; or (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness described in any of subsections (a) through (d) above; provided that the aggregate principal amount of such Indebtedness is not increased and such Lien does not extend to any additional Restricted Property. Notwithstanding For the foregoingpurposes of this Section 1006, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources giving of a primary natureguarantee which is secured by a Lien on a Restricted Property, whether in place or when producedand the creation of a Lien on a Restricted Property to secure Indebtedness which existed prior to the creation of such Lien, for a period shall be deemed to involve the creation of time until, or Indebtedness in an amount equal to the principal amount guaranteed or secured by such that, Lien; but the purchaser will realize therefrom a specified amount of money Indebtedness secured by Liens on Restricted Properties shall be computed without cumulating the underlying Indebtedness with any guarantee thereof or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of Lien securing the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiessame.

Limitation on Liens. So long as any Securities are Outstanding and subject Unless otherwise indicated with respect to the terms of this IndentureSecurities, the Corporation Company and Holdings each agree that it will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed money ("Debt"), secured by a Mortgage upon any Operating Property, or interest thereon (upon shares of capital stock or Debt issued by any Restricted Subsidiary and owned by the Company or Holdings or any liability Restricted Subsidiary, whether owned at the date of the Corporation this Indenture or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Lienshereafter acquired, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness effectively providing concurrently that the Outstanding Securities under this Indenture so that the Securities are secured equally and ratably with or or, at the option of the Company, prior to such other indebtedness Debt so long as such Debt shall be so secured. Unless, at the time of such creation, incurrence, issuance, assumption or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifguarantee, after giving effect theretothereto and to the retirement of any Debt which is concurrently being retired, the principal aggregate amount of indebtedness for borrowed money all such Debt secured by ▇▇▇▇▇ createdMortgages which would otherwise be subject to such restrictions (other than any Debt secured by Mortgages permitted in clauses (1) through (7) of this Section 1006) plus all Attributable Debt of the Company, incurred or assumed after Holdings, and the date hereof Restricted Subsidiaries in respect of Sale and otherwise prohibited by this Indenture Leaseback Transactions with respect to Operating Properties (with the exception of such Sale and Leaseback Transactions permitted under clauses (1) through (4) of Section 1007) does not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that this Section shall not apply to, and there shall be excluded from Debt in any computation under this Section, Debt secured by: (1) Mortgages on property existing at the foregoing, transactions such as time of the sale acquisition thereof; (including any forward sale2) or other transfer of: (i) oil, gas, minerals or other resources Mortgages on property of a primary naturecorporation existing at the time such corporation is merged into or consolidated with the Company, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation Holdings or a Restricted Subsidiary being required or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) as an entirety or substantially as an entirety to the Company, Holdings or a Restricted Subsidiary, provided that any such Mortgage does not extend to any property owned by the Company, Holdings or any Restricted Subsidiary immediately prior to such merger, consolidation, sale, lease or disposition; (3) Mortgages on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (4) Mortgages in favor of the Company, Holdings or a Restricted Subsidiary; (5) Mortgages to secure all or part of the Securitiescost of acquisition, construction, development or improvement of the underlying property, or to secure Debt incurred to provide funds for any such purpose, provided that the commitment of the creditor to extend the credit secured by any such Mortgage shall have been obtained no later than 360 days after the later of (a) the completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property; (6) Mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; and (7) Mortgages existing on the date of this Indenture or any extension, renewal, replacement or refunding of any Debt secured by a Mortgage existing on the date of this Indenture or referred to in clauses (1) to (3) or (5) of this Section 1006, provided that any such extension, renewal, replacement or refunding of such Debt shall be created within 360 days of repaying the Debt secured by the Mortgage referred to in clauses (1) to (3) or (5) and any such extension, renewal, replacement or refunding of such Debt shall be created within 360 days of repaying the Debt secured by the Mortgage referred to in clauses (1) to (3) or (5) and the principal amount of Debt secured thereby and not otherwise authorized by clauses (1) to (3) or (5) shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any of its Restricted Subsidiaries Domestic Subsidiary to, createcreate or suffer to exist any Lien to secure any Indebtedness of the Company or any Subsidiary upon any Principal Property, incuror upon shares of capital stock or evidences of Indebtedness issued by any Domestic Subsidiary and owned by the Company or any Domestic Subsidiary, assume whether owned at the date of this Indenture or thereafter acquired, without making, or causing such Domestic Subsidiary to make, effective provision to secure all of the Securities from time to time Outstanding by such Lien, equally and ratably with any and all other Indebtedness thereby secured, so long as such Indebtedness shall be so secured. The foregoing restrictions shall not apply to indebtedness secured by Liens existing on the date of this Indenture or to any of the following: (1) Liens on any property existing at the time of the acquisition thereof; (2) Liens on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Domestic Subsidiary or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) as an entirety or substantially as an entirety to the Company or a Domestic Subsidiary, provided that such Lien as a result of such merger, consolidation, sale, lease or other disposition is not extended to property owned by the Company or such Domestic Subsidiary immediately prior thereto; (3) Liens on property of a corporation existing at the time such corporation becomes a Domestic Subsidiary; (4) Liens securing indebtedness of a Domestic Subsidiary to the Company or to another Domestic Subsidiary; (5) Liens to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure Indebtedness incurred to provide funds for any such purpose, provided that the commitment of the creditor to extend the credit secured by any such Lien shall have been obtained not later than twenty-four months after the later of (a) the completion of the acquisition, construction, development improvement of such property or (b) the placing in operation of such property or of such property as so constructed, developed or improved; (6) Liens on any property created, assumed or otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon (or any liability brought into existence in contemplation of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement sale or other instrument under which disposition of the Corporation or such Restricted Subsidiaries are contingently liableunderlying property, either whether directly or indirectly, by way of share disposition or otherwise; provided that within 180 days from the creation of such Liens the Company must have disposed of such property and any Indebtedness secured by such Liens shall be without recourse to the Company or any Subsidiary; (7) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; (8) Liens to secure Indebtedness of joint ventures in which the Company or a Domestic Subsidiary has an interest, to the extent such Liens are on property or assets of, or equity interests in, such joint ventures; (9) Liens to secure Indebtedness in connection with financing by the Company or a Domestic Subsidiary of the acquisition, development or construction of one or more restaurants by or for borrowed money one or interest thereonmore franchisees of the Company or of a Domestic Subsidiary; and (10) any extension, renewal or replacement or refunding of any Lien existing on the date of the Indenture or referred to in clauses (1) to (3), other than Permitted Liens(5) or (9); provided, without also simultaneously or prior thereto securinghowever, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are secured equally and ratably with or prior to such other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured thereby and not otherwise authorized by ▇▇▇▇▇ createdclauses (1) to (3), incurred (5) or assumed after the date hereof and otherwise prohibited by this Indenture does (9), shall not exceed 10% the principal amount of indebtedness, plus any premium or fee payable in connection with any such extension, renewal, replacement, or refunding, so secured at the Corporation’s Consolidated Net Tangible Assetstime of such extension, renewal, replacement or refunding. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) Company and its Domestic Subsidiaries may create or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or suffer to exist Liens which would otherwise be prohibited by this Section 1008 securing Indebtedness in an aggregate amount such thatwhich, together with all outstanding Attributable Value of all Sale and Lease-Back Transactions permitted by the purchaser will realize therefrom a specified amount last paragraph of money or a specified rate Section 1009 and all Indebtedness secured by Liens permitted pursuant to this paragraph, does not exceed 15% of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the SecuritiesConsolidated Capitalization.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and will The Company shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise have outstanding suffer to exist any Lien securing upon Restricted Property to secure any indebtedness for borrowed money or interest thereon (Indebtedness of the Company, any Subsidiary or any liability of the Corporation other Person, or such Restricted Subsidiaries under permit any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted LiensSubsidiary so to do, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under making effective provision whereby the Notes then outstanding and having the benefit of this Indenture so that Section 5.01 shall be secured by the Securities are secured Lien equally and ratably with or prior to such other indebtedness or liabilityIndebtedness for so long as such Indebtedness shall be so secured, except that the foregoing shall not prevent the Company or any Subsidiary from creating, assuming or suffering to exist Liens of the following character: (1) any Lien existing on the date hereof; (2) any Lien existing on property owned or leased by a Corporation and its Restricted Subsidiaries may incur at the time it becomes a Subsidiary; (3) any Lien existing on property at the time of the acquisition thereof by the Company or a Subsidiary; (4) any Lien to secure indebtedness any Indebtedness incurred prior to, at the time of, or within 12 months after the acquisition of Restricted Property for borrowed money without the purpose of financing all or any part of the purchase price thereof and any Lien to the extent that it secures Indebtedness which is in excess of such purchase price and for the payment of which recourse may be had only against such Restricted Property; (5) any Lien to secure any Indebtedness incurred prior to, at the time of, or within 12 months after the completion of the construction and commencement of commercial operation, alteration, repair or improvement of Restricted Property for the purpose of financing all or any part of the cost thereof and any Lien to the extent that it secures Indebtedness which is in excess of such cost and for the payment of which recourse may be had only against such Restricted Property; (6) any Lien securing Indebtedness of a Subsidiary owing to the Securities ifCompany or to another Subsidiary; (7) any Lien in favor of the United States or any state thereof or any other country, after giving effect theretoor any agency, instrumentality or political subdivision or any of the foregoing, to secure partial, progress, advance or other payments or performance pursuant to the provisions of any contract or statute, or any Liens securing industrial development, pollution control, or similar revenue bonds; (8) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in clauses (1) through (7) above, so long as the principal amount of indebtedness the Indebtedness secured thereby does not exceed the principal amount of Indebtedness so secured at the time of the extension, renewal or replacement (except that, where an additional principal amount of Indebtedness is incurred to provide funds for borrowed money the completion of a specific project, the additional principal amount, and any related financing costs, may be secured by ▇▇▇▇▇ createdthe Lien as well) and the Lien is limited to the same property subject to the Lien so extended, incurred renewed or assumed after replaced (plus improvements on the date hereof property); and (9) any Lien not permitted by clauses (1) through (8) above securing Indebtedness which, together with the aggregate outstanding principal amount of all other Indebtedness of the Company and its Subsidiaries owning Restricted Property which would otherwise prohibited by be subject to the foregoing restrictions and the aggregate Value of existing Sale and Leaseback Transactions which would be subject to the restrictions of Section 5.02 of this First Supplemental Indenture but for this clause (9), does not at any time exceed 10% of the Corporation’s Consolidated Tangible Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Guarantor will notnot itself, and will not permit any of its Restricted Subsidiaries Domestic Subsidiary to, create, incur, issue, assume or otherwise have outstanding guarantee any Lien securing any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called “Debt”), secured by pledge of, or interest thereon (mortgage or other lien on, any Principal Domestic Manufacturing Property of the Guarantor or any liability Domestic Subsidiary, or any shares of the Corporation stock of any Domestic Subsidiary that owns a Principal Domestic Manufacturing Property (pledges, mortgages and other liens being hereinafter in this Article called “Mortgage” or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon“Mortgages”), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so effectively providing that the Securities are of each series then Outstanding and/or any Guarantee of each series of Securities then outstanding, as the case may be, (together with, if the Guarantor shall so determine, any other Debt of the Guarantor or such Domestic Subsidiary then existing or thereafter created which is not subordinate to the Securities of each series then Outstanding and any Guarantee thereof) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed after Debt plus all Attributable Debt of the date hereof Guarantor and otherwise prohibited by this Indenture does its Domestic Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1005) would not exceed 1015% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that this Section shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (1) with respect to any series of Securities, Mortgages existing on the foregoingdate of the original issuance of the Securities of such series; (2) Mortgages on property of, transactions or on any shares of stock of, any corporation existing at the time such as corporation becomes a Domestic Subsidiary or at the sale time it is merged into or consolidated with the Guarantor or a Domestic Subsidiary; (3) Mortgages in favor of the Guarantor or any Domestic Subsidiary; (4) Mortgages in favor of the United States of America, any State thereof, any foreign country or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; (5) Mortgages on property or shares of stock existing at the time of acquisition thereof (including any forward saleacquisition through merger or consolidation) or other transfer to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of: , or within 12 months after the later of the acquisition of such property or shares or the completion of any such construction or improvement for the purpose of financing all or any part of the purchase price or construction or improvement cost thereof; and (6) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (1) to (5), inclusive; provided, that (i) oilsuch extension, gas, minerals renewal or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money replacement Mortgage shall be limited to all or a specified rate part of return the same property or shares of stock that secured the Mortgage extended, renewed or replaced (however determined), or a specified amount of plus improvements and construction on such oil, gas, minerals, or other resources of a primary nature, or property) and (ii) any other interest in property the principal amount of the character commonly referred to as a “production payment”, will Debt secured by such Mortgage at such time is not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiesincreased.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will The Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue or assume or otherwise have outstanding any Lien securing on any indebtedness for borrowed money or interest thereon (or Restricted Property to secure Indebtedness without, in any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liablecase, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so effectively providing that the Securities are (together with, if the Company shall so determine, any other Indebtedness of the Company or any Restricted Subsidiary then existing or thereafter created) shall be secured equally and ratably with or prior to such other indebtedness or liabilitysecured Indebtedness for so long as such secured Indebtedness shall be so secured, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifunless, after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money all such secured Indebtedness then outstanding (excluding Indebtedness secured by ▇▇▇▇▇ createdany Lien permitted under subsections (a) through (e) below) plus the aggregate amount of Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale/Leaseback Transactions then outstanding (other than any Sale/Leaseback Transaction permitted by (i) clause (b) of the first paragraph of Section 1008, incurred (ii) the proviso to the first paragraph of Section 1008 or assumed after (iii) the date hereof and otherwise prohibited by this Indenture does second paragraph of Section 1008) would not exceed 10an amount equal to an aggregate of 15% of the Corporation’s Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section 1006 shall prevent or restrict: (a) any Lien existing on any Restricted Property on the date of acquisition thereof by the Company or any of its Restricted Subsidiaries, or any Lien arising after such acquisition pursuant to contractual commitments entered into prior to such acquisition; (b) any Lien on any Restricted Property securing Indebtedness incurred or assumed for the purpose of financing the purchase price thereof or the cost of construction, improvement or repair of all or any part thereof, provided that such Lien attaches to such Restricted Property within 12 months after the acquisition thereof or completion of construction, improvement or repair thereof and does not attach to any other Restricted Property; (c) any Lien existing on any Restricted Property of any Restricted Subsidiary prior to the time such Restricted Subsidiary becomes a Subsidiary of the Company, or any Lien arising after such time pursuant to contractual commitments entered into prior to and not in contemplation thereof; (d) any Lien on any Restricted Property securing Indebtedness owed by a Subsidiary to the Company or to another Subsidiary; or (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness described in any of subsections (a) through (d) above, provided that the aggregate principal amount of such Indebtedness is not increased and such Lien does not extend to any additional Restricted Property. Notwithstanding For the foregoingpurposes of this Section 1006, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources giving of a primary natureguarantee which is secured by a Lien on a Restricted Property, whether in place or when producedand the creation of a Lien on a Restricted Property to secure Indebtedness which existed prior to the creation of such Lien, for a period shall be deemed to involve the creation of time until, or Indebtedness in an amount equal to the principal amount guaranteed or secured by such that, Lien; but the purchaser will realize therefrom a specified amount of money Indebtedness secured by Liens on Restricted Properties shall be computed without cumulating the underlying Indebtedness with any guarantee thereof or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of Lien securing the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiessame.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation Duke Holdco will not, and will not permit while any of its Restricted Subsidiaries tothe Notes remains Outstanding, createcreate or suffer to be created or to exist, incurany mortgage, assume lien, pledge, security interest or otherwise have outstanding other encumbrance of any Lien securing kind upon any property of Duke Holdco, whether now owned or hereafter acquired, to secure any indebtedness for borrowed money of Duke Holdco, unless it shall make effective provisions whereby the Notes then Outstanding shall be secured by such mortgage, lien, pledge, security interest or interest thereon (other encumbrance equally and ratably with any and all indebtedness for borrowed money thereby secured so long as any such indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent Duke Holdco from creating, or from suffering to be created or to exist, any mortgages, liens, pledges, security interests or other encumbrances, or any liability agreements, with respect to: (1) purchase money mortgages, or other purchase money liens, pledges, security interests or encumbrances of any kind upon property hereafter acquired by Duke Holdco, or mortgages, liens, pledges, security interests or other encumbrances of any kind existing on any property at the time of the acquisition thereof (including mortgages, liens, pledges, security interests or other encumbrances which exist on any property of a Person which is consolidated with or merged with or into Duke Holdco or which transfers or leases all or substantially all of its properties to Duke Holdco), or conditional sales agreements or other title retention agreements and leases in the nature of title retention agreements with respect to any property hereafter acquired; provided, however, that no such mortgage, lien, pledge, security interest or other encumbrance shall extend to or cover any other property of Duke Holdco; (2) mortgages, liens, pledges, security interests or other encumbrances of any kind upon any property of Duke Holdco existing as of the date of the Fifteenth Supplemental Indenture; liens for taxes or assessments or other governmental charges or levies; pledges or deposits to secure obligations under worker’s compensation laws, unemployment insurance and other social security legislation, including liens of judgments thereunder which are not currently dischargeable; pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which Duke Holdco is a party; pledges or deposits to secure public or statutory obligations of Duke Holdco; builders’, materialmen’s, mechanics’, carriers’, warehousemen’s, workers’, repairmen’s, operators’, landlords’ or other like liens in the ordinary course of business, or deposits to obtain the release of such liens; pledges or deposits to secure, or in lieu of, surety, stay, appeal, indemnity, customs, performance or return-of-money bonds; other pledges or deposits for similar purposes in the ordinary course of business; liens created by or resulting from any litigation or proceeding which at the time is being contested in good faith by appropriate proceedings; liens incurred in connection with the issuance of bankers’ acceptances and lines of credit, bankers’ liens or rights of offset and any security given in the ordinary course of business to banks or others to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred; liens incurred in connection with repurchase, swap or other similar agreements (including, without limitation, commodity price, currency exchange and interest rate protection agreements); leases made, or existing on property acquired, in the ordinary course of business; liens securing industrial revenue or pollution control bonds; liens, pledges, security interests or other encumbrances on any property arising in connection with any defeasance, covenant defeasance or in-substance defeasance of indebtedness of Duke Holdco, including its guarantee obligations in respect of the Notes; liens created in connection with, and created to secure, a non-recourse obligation; zoning restrictions, easements, licenses, rights-of-way, restrictions on the use of property or minor irregularities in title thereto, which do not, in the opinion of Duke Holdco, materially impair the use of such property in the operation of the business of Duke Holdco or the value of such property for the purpose of such business; (3) First and Refunding Mortgage Bonds of the Corporation issued or such Restricted Subsidiaries to be issued from time to time under any guarantee or endorsement or other instrument under which the First and Refunding Mortgage dated as of December 1, 1927 from the Corporation to the trustee named therein, as supplemented and amended and as to be supplemented and amended; (4) indebtedness which may be issued by Duke Holdco in connection with a consolidation or merger of Duke Holdco with or into any other Person (which may be an Affiliate of Duke Holdco) in exchange for or otherwise in substitution for secured indebtedness of such Restricted Subsidiaries are contingently liablePersons (“Third Party Debt”) which by its terms (i) is secured by a mortgage on all or a portion of the property of such Person, either directly or indirectly(ii) prohibits secured indebtedness from being incurred by such Person, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that unless the Securities are Third Party Debt shall be secured equally and ratably with or prior to such other secured indebtedness or liability(iii) prohibits secured indebtedness from being incurred by such Person; (5) indebtedness of any Person which is required to be assumed by Duke Holdco in connection with a consolidation or merger of such Person, except that with respect to which any property of Duke Holdco is subjected to a mortgage, lien, pledge, security interest or other encumbrance; (6) mortgages, liens, pledges, security interests or other encumbrances of any kind upon any property acquired, constructed, developed, or improved by Duke Holdco (whether alone or in association with others) after the Corporation date of this Fifteenth Supplemental Indenture which are created prior to, at the time of, or within 18 months after such acquisition (or in the case of property constructed, developed or improved, after the completion of such construction, development or improvement and its Restricted Subsidiaries may incur a Lien commencement of full commercial operation of such property, whichever is later) to secure or provide for the payment of any part of the purchase price or cost thereof; provided that in the case of such construction, development or improvement the mortgages, liens, pledges, security interests or other encumbrances shall not apply to any property theretofore owned by Duke Holdco other than theretofore unimproved real property; (7) Mortgages, liens, pledges, security interests or other encumbrances permitted to be incurred by Duke Energy and Cinergy and their respective subsidiaries pursuant to their respective debt instruments outstanding on the date hereof; (8) the replacement, extension or renewal (or successive replacements, extensions or renewals), as a whole or in part, of any mortgage, lien, pledge, security interest or other encumbrance, or of any agreement, referred to above in clauses (1) through (7) inclusive, or the replacement, extension or renewal (not exceeding the principal amount of indebtedness for borrowed money without securing secured thereby together with any premium, interest, fee or expense payable in connection with any such replacement, extension or renewal) of the Securities ifindebtedness secured thereby; provided that such replacement, extension or renewal is limited to all or a part of the same property that secured the mortgage, lien, pledge, security interest or other encumbrance replaced, extended or renewed (plus improvements thereon or additions or accessions thereto); or (9) any other mortgage, lien, pledge, security interest or other encumbrance not excepted by the foregoing clauses (1) through (8); provided that immediately after giving effect theretothe creation or assumption of such mortgage, lien, pledge, security interest or other encumbrance, the aggregate principal amount of indebtedness for borrowed money of Duke Holdco secured by ▇▇▇▇▇ createdall mortgages, incurred liens, pledges, security interests and other encumbrances created or assumed after under the date hereof and otherwise prohibited by provisions of this Indenture does clause (9) shall not exceed an amount equal to 10% of common stockholders’ equity of Duke Holdco as shown on its consolidated balance sheet for the Corporation’s Consolidated Net Tangible Assets. Notwithstanding accounting period occurring immediately prior to the foregoingcreation or assumption of such mortgage, transactions such as the sale (including any forward sale) lien, pledge, security interest or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, encumbrance. This Section 103 shall be for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property sole benefit of the character commonly referred to as a “production payment”, will Notes and not constitute a Lien and will not result in for the Corporation or a Restricted Subsidiary being required to secure benefit of any future series of Securities Outstanding under the SecuritiesIndenture unless Duke Holdco agrees otherwise.

Limitation on Liens. So long as None of the Loan Parties shall (nor shall any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and will not them permit any of its Restricted Subsidiaries Subsidiary to, ) create, incur, assume or otherwise have outstanding suffer to exist any Lien securing on any indebtedness for borrowed money of its respective Properties, whether now owned or interest thereon hereafter acquired, except: (a) Liens on the Property of any Loan Party (or Subsidiary of a Loan Party) existing on the Effective Date; (b) Liens granted on or after the Effective Date on any liability Property of a Loan Party or any Subsidiary created in favor of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which Lenders to secure the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon)Obligations; (c) Liens upon Property, other than Permitted LiensNew Equipment, without also simultaneously of any Loan Party or any Subsidiary of a Loan Party acquired after the Effective Date; provided that (i) such Liens are created solely for the purpose of securing Indebtedness of such Loan Party or Subsidiary not in excess of US$10,000,000 in the aggregate (for all Loan Parties and their Subsidiaries) at any time outstanding which is incurred to finance the cost (including the cost of improvement, lease or construction) of the Property subject thereto and such Liens are created prior thereto securingto, at the time of or causing within 90 days after the later of the acquisition, the completion of construction or the commencement of full operation or the lease of such Restricted Subsidiaries to secureProperty, indebtedness under this Indenture so that the Securities are secured equally and ratably with or prior to such other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, (ii) the principal amount of indebtedness for borrowed money the Indebtedness secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture such Lien does not exceed 10100.0% of such cost and (iii) any such Lien shall not extend to or cover any Property other than such item of Property and any improvements on such item; (d) Liens securing payment of the Indebtedness (including Capitalized Leases) of the type permitted and described in clause (i) of Section 7.9; provided that (i) such Liens are created prior to, at the time of or within 90 days (or 180 days in the case of a sale-leaseback transaction) after the later of the acquisition, the completion of construction or the commencement of full operation or the lease of any such New Equipment, (ii) the principal amount of the Indebtedness secured by such Lien does not exceed 100.0% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding cost of such New Equipment; and (iii) any such Lien shall not extend to or cover any Property other than such New Equipment and any improvements on such item. (e) Liens on Property of any Person existing at the foregoingtime such Person becomes, transactions such as the sale (including any forward sale) or other transfer becomes a part of: (i) oil, gas, minerals or other resources a Subsidiary of a primary natureLoan Party; (f) Any interest or title of a lessor in the Property, whether other than New Equipment, of a Loan Party (or Subsidiary of a Loan Party) subject to any Capitalized Lease; provided that the aggregate Attributable Debt of such Capitalized Leases does not exceed US$10,000,000 in place the aggregate at any time outstanding; (g) Liens on Property securing Indebtedness of any Loan Party or when produced, for Subsidiary of a period of time until, or Loan Party permitted by Section 7.9 in an amount such that, the purchaser will realize therefrom a specified amount not in excess of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result US$5,000,000 in the Corporation or a Restricted Subsidiary being required to secure the Securities.aggregate (for all Loan Parties and their Subsidiaries); and

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any of its Restricted Subsidiaries Principal Subsidiary to, createcreate or suffer to exist any Lien to secure any Indebtedness of the Company or any Subsidiary upon any Principal Property, incuror upon shares of capital stock or evidences of Indebtedness issued by any Principal Subsidiary and owned by the Company or any Principal Subsidiary, assume whether owned at the date of this Indenture or thereafter acquired, without making, or causing such Principal Subsidiary to make, effective provision to secure all of the Securities from time to time Outstanding by such Lien, equally and ratably with any and all other Indebtedness thereby secured, so long as such Indebtedness shall be so secured. The foregoing restrictions shall not apply to Indebtedness secured by Liens existing on the date of this Indenture or to any of the following: (1) Liens on any property existing at the time of the acquisition thereof; (2) Liens on property of a corporation existing at the time such corporation is merged into, consolidated with or acquired by the Company or a Principal Subsidiary or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) as an entirety or substantially as an entirety to the Company or a Principal Subsidiary, provided that such Lien as a result of such merger, consolidation, acquisition, sale, lease or other disposition is not extended to property owned by the Company or such Principal Subsidiary immediately prior thereto; (3) Liens on property of a corporation existing at the time such corporation becomes a Principal Subsidiary; (4) Liens securing Indebtedness of a Principal Subsidiary to the Company or to another Principal Subsidiary; (5) Liens to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure Indebtedness incurred to provide funds for any such purpose (including purchase money security interest or purchase money mortgage on real or personal property), provided that the commitment of the creditor to extend the credit secured by any such Liens shall have been obtained not later than twenty-four months after the later of (a) the completion of the acquisition, construction, development or improvement of such property and (b) the placing in operation of such property or of such property as so construed, developed or improved; (6) Liens on any property created, assumed or otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon (or any liability brought into existence in contemplation of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement sale or other instrument under which disposition of the Corporation or such Restricted Subsidiaries are contingently liableunderlying property, either whether directly or indirectly, for borrowed money by way of share disposition or interest thereon), other than Permitted Liens, otherwise; provided that the Company or the appropriate Principal Subsidiary must have disposed of such property within 180 days from the creation of such Liens and any Indebtedness secured by such Liens shall be without also simultaneously recourse to the Company or prior thereto securingany Subsidiary; (7) Liens in favor of the United States of America or any State thereof, or causing such Restricted Subsidiaries to secureany department, indebtedness under this Indenture so that the Securities are secured equally and ratably with agency or prior to such other indebtedness instrumentality or liabilitypolitical subdivision thereof, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing partial, progress, advance or other payments; (8) Liens to secure Indebtedness on any Principal Property of joint ventures which constitute Principal Subsidiaries in which the Securities ifCompany or a Principal Subsidiary has an interest, after giving effect theretoto the extent such Liens are on property or assets of, or equity interests in, such joint ventures; (9) Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is exempt from federal taxation pursuant to Section 103(b) of the Internal Revenue Code; and (10) any extension, renewal or replacement or refunding of any Lien existing on the date of the Indenture or referred to in clauses (1) to (3) or (5); provided, however, that the principal amount of indebtedness for borrowed money Indebtedness secured thereby and not otherwise authorized by ▇▇▇▇▇ createdclauses (1) to (3) or (5), incurred or assumed after the date hereof and otherwise prohibited by this Indenture does shall not exceed 10% the principal amount of Indebtedness, plus any premium or fee payable in connection with any such extension, renewal, replacement, or refunding, so secured at the Corporation’s Consolidated Net Tangible Assetstime such extension, renewal, replacement or refunding. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) Company and its Principal Subsidiaries may create or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or suffer to exist Liens which would otherwise be prohibited by this Section 1005 securing Indebtedness in an aggregate amount such thatwhich, together with all then outstanding Attributable Value of all Sale and Lease-Back Transactions entered into after the purchaser will realize therefrom a specified amount date of money or a specified rate this Indenture and permitted only by the last paragraph of return (however determined)Section 1006 and all Indebtedness secured by Liens permitted pursuant to this paragraph, or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property does not exceed 15% of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in Consolidated Net Tangible Assets of the Corporation or a Restricted Subsidiary being required to secure the SecuritiesCompany.

Limitation on Liens. So long as Borrower shall not create, assume or suffer to exist, any Securities are Outstanding and subject to the terms Lien of this Indentureany kind, the Corporation will not, and will not permit upon any of its Restricted Subsidiaries toproperties, createassets or Collateral, incurwhether now owned or hereafter acquired, assume except Permitted Liens. In the event Borrower contests the payment of a tax, assessment or other governmental charge or contests a landlords', mechanics', materialmen's, warehousemen's, carriers', or other like Lien, Borrower, prior to the commencement of such contest and prior to the date such payment would otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon be due and payable, shall deposit with Lender (or, following the assignment contemplated by SECTION 9.1 hereof, deposit with the Servicer) an amount equal to one hundred twenty-five percent (125%) of the amount of the contested payment, to be held in a segregated subaccount of the Cash Collateral Account; provided, however, Borrower shall not be required to make such a deposit so long as the aggregate of all such Liens that Borrower is contesting without deposit is less than Fifty Thousand Dollars ($50,000). Upon the conclusion of such contest and upon written request by Borrower accompanied by supporting documentation, Lender (or the Servicer) shall disburse from the deposit made by Borrower with Lender (or the Servicer) any liability of amounts required to be paid by Borrower and shall remit the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries excess to secure, indebtedness under this Indenture so that the Securities are secured equally and ratably with or prior to such other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% of the Corporation’s Consolidated Net Tangible AssetsBorrower. Notwithstanding the foregoing, transactions Lender (or the Servicer) may pay over to the appropriate Person any or all of the funds on deposit with Lender (or the Servicer) when, in Lender's (or the Servicer's) reasonable judgment, the entitlement of such as Person to such funds is firmly established or if necessary to avoid the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources foreclosure of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, Lien that secures the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production contested payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any of its Restricted Subsidiaries subsidiary to, create, incur, issue, assume or otherwise have outstanding guarantee any Lien securing any indebtedness for borrowed money or interest thereon (Indebtedness of the Company or any liability subsidiary secured by a Lien upon any Principal Property, or upon shares of capital stock or evidences of Indebtedness issued by any subsidiary which owns or leases a Principal Property and which are owned by the Company or any subsidiary (whether such Principal Property, shares or evidences of Indebtedness are now owned or are hereafter acquired by the Company), without making effective provision to secure all of the Corporation or 2005 Notes and the 2008 Notes then outstanding by such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liableLien, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are secured equally and ratably with (or prior to) any and all other Indebtedness thereby secured, so long as such Indebtedness shall be so secured. The foregoing restrictions shall not apply, however, to: (a) Liens existing on the date of original issuance of the 2005 Notes and the 2008 Notes; (b) Liens affecting property of a corporation or other entity existing at the time it becomes a subsidiary of the Company or at the time it is merged into or consolidated with the Company or a subsidiary of the Company; (c) Liens on property existing at the time of acquisition thereof or incurred to secure payment of all or a part of the purchase price thereof or to secure Indebtedness incurred prior to, at the time of, or within 24 months after the acquisition for the purpose of financing all or part of the purchase price thereof; (d) Liens on any property to secure all or part of the cost of improvements or construction thereon or Indebtedness incurred to provide funds for such purpose in a principal amount not exceeding the cost of such improvements or construction; (e) Liens which secure Indebtedness owing by a subsidiary of the Company to the Company or to another subsidiary of the Company; (f) purchase money security Liens on personal property; (g) Liens to secure Indebtedness of joint ventures in which the Company or a subsidiary has an interest, to the extent such Liens are solely on property or assets of, or equity interests in, such joint ventures; (h) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other indebtedness payments; and (i) any extension, renewal, replacement or liabilityrefunding of any Lien referred to in the foregoing clauses (a) through (h), except provided, however, that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money Indebtedness secured thereby and not otherwise authorized by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does foregoing clauses shall not exceed 10% the aggregate principal amount of Indebtedness, plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the Corporation’s Consolidated Net Tangible Assetstime of such extension, renewal, replacement or refunding. Notwithstanding the foregoing, transactions the Company and its subsidiaries may create, incur, issue, assume or guarantee Indebtedness secured by Liens without equally and ratably securing the 2005 Notes and the 2008 Notes then outstanding, provided, that at the time of such as creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the sale (including retirement of any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such thatIndebtedness which is concurrently being retired, the purchaser will realize therefrom a specified aggregate amount of money or a specified rate of return all outstanding Indebtedness secured by Liens so incurred (however determinedother than those Liens permitted by the preceding paragraph), or a specified amount together with all outstanding Attributable Value of such oilall sale and leaseback transactions permitted by the last paragraph of Section 4.09, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property does not exceed 15% of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in Consolidated Net Tangible Assets of the Corporation or a Restricted Subsidiary being required to secure the SecuritiesCompany.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Domestic Subsidiary to, create, incur, assume issue, assume, or otherwise have outstanding guarantee any Debt secured by any Lien securing on any indebtedness for borrowed money or interest thereon (Principal Property, or any liability shares of stock of or Debt of any Domestic Subsidiary, without effectively providing that all amounts payable by the Company to the Banks and the Administrative Agent hereunder (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Domestic Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liablepayment of principal of, either directly or indirectly, for borrowed money or and interest thereonon the Loans and the Notes), and all other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries amounts payable by the Company to secure, indebtedness under this Indenture so that the Securities are Banks and the Administrative Agent hereunder shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed after Debt plus all Attributable Debt of the date hereof Company and otherwise prohibited by this Indenture does its Domestic Subsidiaries in respect of Sale and Leaseback Transactions (as defined in Section 8.06 hereof) would not exceed 105% of the Corporation’s Consolidated Net Tangible Assets; provided, however, that this Section 8.05 shall not apply to, and there shall be excluded from secured Debt in any computation under this Section 8.05, Debt secured by: (a) Liens on Property (including any shares of stock or Debt) of any Person on which Liens are existing at the time such Person becomes a Domestic Subsidiary or at the time it is merged into or consolidated with the Company or any Domestic Subsidiary; (b) Liens in favor of the Company or any Domestic Subsidiary; (c) Liens in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Liens on Property (including shares of stock or Debt) existing at the time of acquisition thereof (including acquisition through merger or consolidation); (e) Liens on Property (including shares of stock or Debt) to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such Property, the completion of any construction or the commencement of full operation, for the purpose of financing all or any part of the purchase price or construction cost thereof; and (f) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (a) to (e), inclusive; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same Property secured by the Lien extended, renewed or replaced (plus improvements on such Property). In addition to the foregoing, (A) the Company will not itself, and will not permit any Material Domestic Subsidiary to, (i) create, incur or suffer to exist any Lien securing any Debt covering any Receivables or domestic Inventory, except to the extent either in existence on the date hereof or constituting Liens of the type referred to in paragraph (a), (c), (d), (e) or (f) above and except as permitted in the next following paragraphs or (ii) sell or discount any domestic Inventory or Receivables except in the ordinary course of the business of the Company and its Material Domestic Subsidiaries (including, for the avoidance of doubt, any sale or assignment of long-term customer finance leases in the ordinary course of business) and except as permitted in the next following paragraphs, and (B) the Company will not itself, and will not permit any Material Domestic Subsidiary to (other than in the ordinary course of business), sell, assign or transfer any Receivables or domestic Inventory in excess of $75,000,000 in any fiscal year for all such sales, assignments and transfers to any Subsidiary of the Company other than a Material Domestic Subsidiary and other than the sale of Receivables to any special purpose entity used solely in connection with asset securitizations constituting a Permitted Receivables Transfer described in the next following paragraph. Notwithstanding the foregoing, transactions such as the sale Company and its Material Domestic Subsidiaries may create, incur and suffer to exist Liens securing Debt covering Receivables (including “Permitted Receivables Liens”), and may sell and discount Receivables (and supporting rights and assets) transferred by the Company, Motorola Credit or any forward sale) of their respective Domestic Subsidiaries directly or other transfer of: indirectly to (i) oil, gas, minerals any special purpose entity used solely in connection with asset securitizations as part of an asset securitization financing facility or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, facilities or (ii) a third party pursuant to a factoring or sale arrangement (collectively, “Permitted Receivables Transfers”), provided that the total face amount of Receivables subject to Permitted Receivables Liens and Permitted Receivables Transfers outstanding at any other interest in property time does not exceed an amount equal to the greater of (a) $950,000,000 or (b) at any time of measurement, 35% of the character commonly referred sum of (x) the face amount of receivables of the Company and its Subsidiaries outstanding at such time plus, (y) without duplication, the face amount of receivables sold by the Company or any of its Subsidiaries as part of any asset securitization financing facility or any third party factoring or sale arrangement which are outstanding under such facility or arrangement at such time (the outstanding face amount of such receivables to as be determined in a “production payment”, will not constitute a Lien and will not result manner consistent with the methodology described in the Corporation next following paragraph). For purposes hereof, the “outstanding” face amount of receivables (including Receivables) at any time shall mean (i) in the case of Receivables subject to a Permitted Receivables Lien, the face amount of such receivables at such time and (ii) in the case of Receivables subject to a Permitted Receivables Transfer arising under an asset securitization financing facility or third party factoring or sale arrangement, the aggregate face amount of Receivables so transferred minus the sum (without duplication) of (x) for any such Receivables that have been paid in full (whether by the underlying account obligor or a Restricted Subsidiary being required guarantor or surety therefor), or any such Receivables that have been written off in accordance with GAAP by the respective purchaser thereof in such facilities or arrangements, the face amount of the Receivables so paid or written off and (y) for any such Receivables that have been retransferred to secure the SecuritiesCompany or any of its Domestic Subsidiaries by the respective purchaser thereof in such facilities or arrangement, the face amount of such Receivables so retransferred.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed money or interest thereon (or any liability other indebtedness evidenced by notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter in this Section and in Section 1011 called “Debt”) secured by pledge of, or mortgage, deed of trust or other lien on, any Principal Property owned by the Company or any Restricted Subsidiary, or any shares of stock or other ownership interests or Debt of any Restricted Subsidiary held by the Company or any Restricted Subsidiary (such pledges, mortgages, deeds of trust and other liens being hereinafter in this Section and in Section 1011 called “Mortgage” or “Mortgages”), without effectively providing that the Securities of all series (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Securities) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ createdDebt which would otherwise be prohibited, incurred or assumed after plus all Attributable Debt of the date hereof Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1010) which would otherwise be prohibited by this Indenture does Section 1010 would not exceed the sum of 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing; provided, transactions such as the sale that this Section shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (including 1) Mortgages on property of, or on any forward sale) shares of stock or other transfer ownership interests or Debt of: , any corporation or any other entity existing at the time such corporation or entity becomes a Restricted Subsidiary; (2) Mortgages to secure indebtedness of any Restricted Subsidiary to the Company or to another Restricted Subsidiary; (3) Mortgages for taxes, assessments or governmental charges or levies in each case (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, not then due and delinquent or (ii) the validity of which is being contested in good faith by appropriate proceedings, and materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s, landlords’ or other like Mortgages, or deposits to obtain the release of such Mortgages; (4) Mortgages arising under an order of attachment or distraint or similar legal process so long as the execution or enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith; (5) Mortgages to secure public or statutory obligations or to secure payment of workmen’s compensation or to secure performance in connection with tenders, leases of real property, bids or contracts or to secure (or in lieu of) surety or appeal bonds and Mortgages made in the ordinary course of business for similar purposes; (6) Mortgages 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 interest in property country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute (including Debt of the character commonly Pollution Control or Industrial Revenue Bond type) 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; (7) Mortgages on property (including any lease which should be capitalized on the lessee’s balance sheet in accordance with generally accepted accounting principles), shares of stock or other ownership interests or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation or through purchase or transfer of the properties of a corporation or any other entity as an entirety or substantially as an entirety) or to secure the payment of all or any part of the purchase price or construction cost or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within one year after, the acquisition of such property or shares or other ownership interests or Debt or the completion of any such construction (including any improvements on an existing property) or the commencement of commercial operation of such property, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; (8) Mortgages existing at the date of this Indenture; and (9) Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation foregoing clauses (1) to (8), inclusive; provided, that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by such Mortgage at such time is not increased; provided further, that these restrictions shall not apply to (i) any gold-based loan or forward sale arrangement, and (ii) Mortgage upon property owned or leased by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary owns an interest to secure the Company’s or a Restricted Subsidiary being Subsidiary’s proportionate share of any payments required to secure be made to any Person incurring the Securitiesexpense of developing, exploring, or conducting operations for the recovery, processing or sale of the mineral resources of such owned or leased property and any such loan, arrangement or payment referred to in clauses (i) and (ii) of this proviso shall not be deemed to constitute secured Debt and, shall not be included in any computation under these restrictions.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any of its Restricted Subsidiaries Principal Subsidiary to, createcreate or suffer to exist any Lien to secure any Indebtedness of the Company or any Subsidiary upon any Principal Property, incuror upon shares of capital stock or evidences of Indebtedness issued by any Principal Subsidiary and owned by the Company or any Principal Subsidiary, assume whether owned at the date of this Indenture or thereafter acquired, without making, or causing such Principal Subsidiary to make, effective provision to secure all of the Securities from time to time Outstanding by such Lien, equally and ratably with any and all other Indebtedness thereby secured, so long as such Indebtedness shall be so secured. The foregoing restrictions shall not apply to Indebtedness secured by Liens existing on the date of this Indenture or to any of the following: (1) Liens on any property existing at the time of the acquisition thereof; (2) Liens on property of a corporation existing at the time such corporation is merged into, consolidated with or acquired by the Company or a Principal Subsidiary or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) as an entirety or substantially as an entirety to the Company or a Principal Subsidiary, provided that such Lien as a result of such merger, consolidation, acquisition, sale, lease or other disposition is not extended to property owned by the Company or such Principal Subsidiary immediately prior thereto; (3) Liens on property of a corporation existing at the time such corporation becomes a Principal Subsidiary; (4) Liens securing Indebtedness of a Principal Subsidiary to the Company or to another Principal Subsidiary; (5) Liens to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure Indebtedness incurred to provide funds for any such purpose (including purchase money security interest or money mortgage on real or personal property), provided that the commitment of the creditor to extend the credit secured by any such Liens shall have been obtained not later than twenty-four months after the later of (a) the completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property or of such property as so construed, developed or improved; (6) Liens on any property created, assumed or otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon (or any liability brought into existence in contemplation of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement sale or other instrument under which disposition of the Corporation or such Restricted Subsidiaries are contingently liableunderlying property, either whether directly or indirectly, for borrowed money by way of share disposition or interest thereon), other than Permitted Liens, otherwise; provided that the Company must have disposed of such property within 180 days from the creation of such Liens and any Indebtedness secured by such Liens shall be without also simultaneously recourse to the Company or prior thereto securingany Subsidiary; (7) Liens in favor of the United States of America or any State thereof, or causing such Restricted Subsidiaries to secureany department, indebtedness under this Indenture so that the Securities are secured equally and ratably with agency or prior to such other indebtedness instrumentality or liabilitypolitical subdivision thereof, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing partial, progress, advance or other payments; (8) Liens to secure Indebtedness on any Principal Property of joint ventures which constitute Principal Subsidiaries in which the Securities ifCompany or a Principal Subsidiary has an interest, after giving effect theretoto the extent such Liens are on property or assets of, or equity interests in, such joint ventures; and (9) any extension, renewal or replacement or refunding of any Lien existing on the date of the Indenture or referred to in clauses (1) to (3) or (5); provided, however, that the principal amount of indebtedness for borrowed money Indebtedness secured thereby and not otherwise authorized by ▇▇▇▇▇ createdclauses (1) to (3) or (5), incurred shall not exceed the principal amount of Indebtedness, plus any premium or assumed after fee payable in connection with any such extension, renewal, replacement, or refunding, so secured at the date hereof time such extension, renewal, replacement or refunding. Notwithstanding the foregoing, the Company and its Principal Subsidiaries may create or suffer to exist Liens which would otherwise be prohibited by this Indenture Section 1008 securing Indebtedness in an aggregate amount which, together with all outstanding Attributable Value of all Sale and Lease-Back Transactions permitted by the last paragraph of Section 1009 and all Indebtedness secured by Liens permitted pursuant to this paragraph, does not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property Assets of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the SecuritiesCompany.

Limitation on Liens. So long as any Securities are Outstanding and subject Unless otherwise indicated with respect to the terms of this IndentureSecurities, the Corporation Company and Holdings each agree that it will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed money (“Debt”), secured by a Mortgage upon any Operating Property, or interest thereon (upon shares of capital stock or Debt issued by any Restricted Subsidiary and owned by the Company or Holdings or any liability Restricted Subsidiary, whether owned at the date of the Corporation this Indenture or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Lienshereafter acquired, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness effectively providing concurrently that the Outstanding Securities under this Indenture so that the Securities are secured equally and ratably with or or, at the option of the Company, prior to such other indebtedness Debt so long as such Debt shall be so secured. Unless, at the time of such creation, incurrence, issuance, assumption or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifguarantee, after giving effect theretothereto and to the retirement of any Debt which is concurrently being retired, the principal aggregate amount of indebtedness for borrowed money all such Debt secured by ▇▇▇▇▇ createdMortgages which would otherwise be subject to such restrictions (other than any Debt secured by Mortgages permitted in clauses (1) through (7) of this Section 1006) plus all Attributable Debt of the Company, incurred or assumed after Holdings, and the date hereof Restricted Subsidiaries in respect of Sale and otherwise prohibited by this Indenture Leaseback Transactions with respect to Operating Properties (with the exception of such Sale and Leaseback Transactions permitted under clauses (1) through (4) of Section 1007) does not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that this Section shall not apply to, and there shall be excluded from Debt in any computation under this Section, Debt secured by: (1) Mortgages on property existing at the foregoing, transactions such as time of the sale acquisition thereof; (including any forward sale2) or other transfer of: (i) oil, gas, minerals or other resources Mortgages on property of a primary naturecorporation existing at the time such corporation is merged into or consolidated with the Company, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation Holdings or a Restricted Subsidiary being required or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) as an entirety or substantially as an entirety to the Company, Holdings or a Restricted Subsidiary, provided that any such Mortgage does not extend to any property owned by the Company, Holdings or any Restricted Subsidiary immediately prior to such merger, consolidation, sale, lease or disposition; (3) Mortgages on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (4) Mortgages in favor of the Company, Holdings or a Restricted Subsidiary; (5) Mortgages to secure all or part of the Securitiescost of acquisition, construction, development or improvement of the underlying property, or to secure Debt incurred to provide funds for any such purpose, provided that the commitment of the creditor to extend the credit secured by any such Mortgage shall have been obtained no later than 360 days after the later of (a) the completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property; (6) Mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; and (7) Mortgages existing on the date of this Indenture or any extension, renewal, replacement or refunding of any Debt secured by a Mortgage existing on the date of this Indenture or referred to in clauses (1) to (3) or (5) of this Section 1006, provided that any such extension, renewal, replacement or refunding of such Debt shall be created within 360 days of repaying the Debt secured by the Mortgage referred to in clauses (1) to (3) or (5) and any such extension, renewal, replacement or refunding of such Debt shall be created within 360 days of repaying the Debt secured by the Mortgage referred to in clauses (1) to (3) or (5) and the principal amount of Debt secured thereby and not otherwise authorized by clauses (1) to (3) or (5) shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding.

Limitation on Liens. So long as The Company shall not pledge, mortgage, hypothecate or permit to exist any Securities are Outstanding and subject to the terms of this Indenturemortgage, the Corporation will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon (or any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement pledge or other instrument under which Lien upon any property or assets at any time directly owned by the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, Company to secure any Indebtedness for borrowed money or interest thereon), other than Permitted LiensBorrowed Money, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that making effective provisions whereby the Outstanding Securities are secured shall be equally and ratably secured with any and all such Indebtedness for Borrowed Money and with any other Indebtedness for Borrowed Money similarly entitled to be equally and ratably secured; provided, however, that this Section 10.04 shall not apply to or prevent the creation or existence of: (a) any Liens existing prior to such other indebtedness the issuance of the Securities; (b) purchase money Liens which do not exceed the cost or liabilityvalue of the purchased property or assets; (c) any Liens not to exceed 10% of Consolidated Net Tangible Assets; and (d) any Liens on property or assets granted in connection with extending, except that renewing, replacing or refinancing in whole or in part the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness Indebtedness for borrowed money Borrowed Money (including, without securing the Securities iflimitation, after giving effect thereto, increasing the principal amount of indebtedness such Indebtedness for borrowed money Borrowed Money) secured by ▇▇▇▇▇ createddescribed in the foregoing clauses (a) through (c), incurred provided that the Liens in connection with any such extension, renewal, replacement or assumed after refinancing will be limited to the date hereof and otherwise prohibited specific property or assets that was subject to the original Lien. In the event that the Company proposes to pledge, mortgage, hypothecate or permit to exist any mortgage, pledge or other Lien upon any property or assets at any time directly owned by this Indenture does not exceed 10% the Company to secure any Indebtedness for Borrowed Money, other than as permitted by clauses (a) through (d) of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such thatprevious paragraph, the purchaser Company will realize therefrom a specified amount give prior written notice thereof to the Trustee in accordance with Section 1.05 and the Company will, prior to or simultaneously with such pledge, mortgage or hypothecation, effectively secure all the Securities equally and ratably with such Indebtedness for Borrowed Money. The provisions of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property this Section 10.04 shall not restrict the ability of the character commonly referred Company's Subsidiaries or the Company's Affiliates to as a “production payment”pledge, will not constitute a mortgage, hypothecate or permit to exist any mortgage, pledge or Lien and will not result upon their property or assets in the Corporation connection with project financings or a Restricted Subsidiary being required to secure the Securitiesotherwise.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will (a) The Company shall not, and will shall not permit any of its Restricted Subsidiaries Consolidated Subsidiary thereof to, createincur any Debt secured by a Lien on any Principal Property or on any shares of capital stock of any Consolidated Subsidiary (in each case, incur, assume whether now owned or otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon (or any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, hereafter acquired) without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so making effective provision that the Securities are Notes shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifunless, after giving effect theretoto the incurrence of such Debt and any simultaneous permanent repayment of any secured Debt, the principal aggregate amount of indebtedness for borrowed money all Debt secured by ▇▇▇▇▇ createda Lien on any Principal Property or on any shares of capital stock of any Consolidated Subsidiary, incurred or assumed after together with all Attributable Debt of the date hereof Company and otherwise prohibited by this Indenture does its Consolidated Subsidiaries in respect of Sale and Lease-Back Transactions involving Principal Properties, would not exceed 10% of the Corporation’s Consolidated Net Tangible AssetsAssets of the Company and the Consolidated Subsidiaries. Notwithstanding The aggregate amount of all secured Debt referred to in the foregoingpreceding sentence shall exclude any then existing secured Debt that has been secured equally and ratably with the Notes. (b) The restriction set forth in paragraph (a) above shall not apply to, transactions such as and there shall be excluded from secured Debt in any computation under the sale restriction in (a) above or under the restriction in Section 2.10(a)(1), Debt secured by: (1) Liens on any property existing at the time of acquisition thereof (including by way of merger or consolidation); provided that (A) any forward sale) or other transfer of: such Lien was (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, existence prior to the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount date of such oilacquisition, gas, minerals, or other resources of a primary nature, or (ii) was not incurred in anticipation thereof and (iii) does not extend to any other property, and (B) the principal amount of Debt secured by each such Lien does not exceed the cost to the Company or such Consolidated Subsidiary of the property subject to the Lien, as determined in accordance with GAAP; (2) Liens in favor of the Company or a Consolidated Subsidiary; (3) Liens in favor of governmental bodies to secure progress or advance payments pursuant to any contract or provision of any statute; (4) Liens created or incurred in connection with an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi-governmental agency; (5) Liens on property to secure all or part of the cost of acquiring, substantially repairing or altering, constructing, developing or substantially improving the property, or to secure Debt incurred for any such purpose; provided that (A) any such Lien relates solely to the property subject to the Lien and (B) the principal amount of Debt secured by each such Lien (i) was incurred concurrently with, or within 18 months of, such acquisition, repair, alteration, construction, development or improvement and (ii) does not exceed the cost to the Company or such Consolidated Subsidiary of the property subject to the Lien, as determined in accordance with GAAP; and (6) any extension, renewal or replacement of any Lien referred to above; provided that (A) such extension, renewal or replacement Lien (i) will be limited to the same property that secured the Lien so extended, renewed or replaced and (ii) will not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and (B) such principal amount of Debt so secured shall continue to be included in the computation in paragraph (a) of this Section 2.9 and in Section 2.10(a)(1) to the extent so included at the time of such extension, renewal or replacement. For purposes of this Section 2.9, an “acquisition” of property (including real, personal or intangible property or shares of capital stock or Debt) shall include any transaction or series of transactions by which the Company or a Consolidated Subsidiary acquires, directly or indirectly, an interest, or an additional interest (to the extent thereof), in such property, including an acquisition through merger or consolidation with, or an acquisition of an interest in, a Person owning an interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiessuch property.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Subsidiary to, createIncur any Debt, incur, assume or otherwise have outstanding nor shall any Lien securing any indebtedness for borrowed money or interest thereon (existing Debt of the Company or any liability Restricted Subsidiary become, secured by a Mortgage on any property or assets owned or leased by the Company or any Restricted Subsidiary, or any shares of stock, membership interests or Debt of any Subsidiary, without effectively providing that the Securities (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Securities) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed Debt Incurred after the date hereof and otherwise prohibited by then outstanding (including Debt existing as of the date of this Indenture does that thereafter becomes secured) plus all Attributable Debt Incurred after the date hereof and then outstanding of the Company and its Restricted Subsidiaries in respect to sale and leaseback transactions (as defined in Section 10.11) would not exceed 1015% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding Assets of the foregoingCompany and its Restricted Subsidiaries; provided, transactions however, that this Section shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (1) Mortgages on property of, or on any shares of stock, membership interests or Debt of, any corporation existing at the time such as corporation becomes a Subsidiary; (2) Mortgages in favor of the sale Company or any Restricted Subsidiary; (3) Mortgages on property, shares of stock, membership interests or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) and purchase money Mortgages and construction cost Mortgages (including those incurred or committed under a binding agreement within 365 days following the purchase or completion of the construction of the property subject thereof), provided that such Mortgages shall be limited to all or part of such property, stock or membership interests; and (4) any forward saleextension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (1) to (3), inclusive whether existing now or other transfer of: hereafter or of any Mortgage existing on the date hereof; provided, that (i) oilsuch extension, gasrenewal or replacement Mortgage shall be limited to all or a part of the same property, minerals shares of stock, membership interests or other resources Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by such Mortgage at such time is not more than (A) seventy percent (70%) of the fair market value of the property or assets securing such Mortgage (as reasonably determined by an independent appraiser) in the case of any property or assets subject to a primary nature, whether in place or when produced, time-charter contract for a period extending at least three (3) years beyond the date of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount closing of such oilMortgage extension, gas, minerals, renewal or other resources of a primary nature, replacement or (iiB) any other interest in property sixty percent (60%) of the character commonly referred to fair market value of the property or assets securing such Mortgage (as a “production payment”, will not constitute a Lien and will not result reasonably determined by an independent appraiser) in the Corporation or a Restricted Subsidiary being required to secure the Securitiesall other cases.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue or assume or otherwise have outstanding any Debt secured by any Lien securing on any indebtedness for borrowed money or interest thereon (Principal Property owned by the Company or any liability Restricted Subsidiary, and the Company will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue or assume any Debt secured by any Lien on any shares of stock or Debt of any Restricted Subsidiary (such shares of stock or Debt of any Restricted Subsidiary being called "Restricted Securities"), without in any such case effectively providing that the Notes (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Notes) shall be secured equally and ratably with (or prior to to) such secured Debt, for so long as such other indebtedness or liabilitysecured Debt shall be so secured, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, unless after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed Debt then outstanding plus the Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions involving Principal Properties entered into after the date hereof of the first issuance by the Company of Notes under this Supplemental Indenture (other than Sale and otherwise prohibited Leaseback Transactions permitted by this Indenture does paragraph (b) of Section 302 hereof) would not exceed an amount equal to 10% of the Corporation’s Company's Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that nothing contained in this Section 301 shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section 301, Debt secured by: (a) Liens on any Principal Property or Restricted Securities of the foregoing, transactions Company or any Subsidiary existing as of the date of the first issuance by the Company of the Notes; (b) Liens on any Principal Property or Restricted Securities of any Person existing at the time such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of Person becomes a primary nature, whether in place or when produced, for a period of time untilRestricted Subsidiary, or in an amount arising thereafter whether or not the obligations secured by such that, Liens are assumed by the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation Company or a Restricted Subsidiary being required (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments entered into prior to and not in contemplation of such Person's becoming a Restricted Subsidiary; (c) Liens on any Principal Property or Restricted Securities of the Company or any Subsidiary existing at the time of acquisition thereof (including acquisition through 7 9 merger or consolidation or acquisition of stock or assets or otherwise) or securing the payment of all or any part of the purchase price or construction cost of the Principal Property or Restricted Securities or securing any Debt incurred prior to, at the time of or within 180 days after the acquisition of such Principal Property or Restricted Securities or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof (provided such Liens are limited to such Principal Property or Restricted Securities, to improvements on such Principal Property and to any other property or assets not then constituting a Principal Property or Restricted Security); (d) Permitted Liens; (e) to the extent not covered by (d) above, pledges or deposits, Liens resulting from litigation or judgments, taxes or other governmental charges or landlord or tenant rights and other Liens incidental to the conduct of the business or the ownership of the property and assets of the Company or a Restricted Subsidiary which were not incurred in connection with borrowing of money or the obtaining of advances or credit, and which do not, in the opinion of the Company, materially detract from the value of the property or assets or materially impair the use thereof in the operation of the business of the Company and its Restricted Subsidiaries, taken as a whole; (f) Liens on any property to secure all or part of the cost of improvements or construction thereon or indebtedness incurred to provide funds for such purpose in a principal amount not exceeding the cost of such improvements or construction; (g) Liens which secure Debt owing by a Subsidiary to the Company or to a Restricted Subsidiary; and (h) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any of the Liens referred to in paragraphs (a) through (g) above or the Debt secured thereby; provided that (1) such extention, renewal, substitution or replacement Lien shall be limited to all or any part of the same Principal Property or Restricted Securities that secured the Lien extended, renewed, substituted or replaced (plus improvements or expansions on such property, and plus any other property or assets not then constituting a Principal Property or Restricted Securities.) and (2) in the case of paragraphs (a) through (g) above, the Debt secured by such Lien at such time is not increased (except to pay for any premium, interest, fee or expense payable in connection with any such replacement, extension or renewal). For the purposes of this Section 301 and Section 302 hereof, the giving of a guarantee which is secured by a Lien on a Principal Property or Restricted Securities, and the creation of a Lien on a Principal Property or Restricted Securities to secure Debt which existed prior to the creation of such Lien, shall be deemed to involve the creation of Debt in an amount equal to the principal

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and (a) The Company will not permit any of its Restricted Subsidiaries to, create, incurissue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for borrowed money (referred to in this Section 9.9 as "indebtedness", which term shall not include any guarantee, cash deposit or interest thereon other recourse obligation in connection with the sale, securitization or discount by the Company of finance or accounts receivable, trade acceptances or other paper arising in the ordinary course of its business) secured by a mortgage, security interest, pledge or lien (referred to in this Section 9.9 as a "mortgage" or "mortgages") of or upon any liability property of the Corporation Company whether such property is owned at the date of this Indenture or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liensthereafter acquired, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that making effective provision whereby the Securities are (together with, if the Company shall so determine, any other indebtedness issued, assumed or guaranteed by the Company and then existing or thereafter created) shall be secured by such mortgage equally and ratably with or (or, at the option of the Company, prior to to) such other indebtedness, so long as such indebtedness or liabilityshall be so secured; provided, except however, that the Corporation foregoing shall not apply to any of the following: (1) mortgages of or upon any property (including, without limitation, inventory) acquired, constructed or improved by, or of or upon any shares of capital stock or indebtedness acquired by, the Company after the date of this Indenture (A) to secure the payment of all or any part of the purchase price of such property, shares of capital stock or indebtedness upon the acquisition thereof by the Company or (B) to secure any indebtedness issued, assumed or guaranteed by the Company prior to, at the time of, or within 360 days after (i) in the case of property, the latest of the acquisition, completion of construction (including any improvements on existing property) and its Restricted Subsidiaries may incur commencement of commercial operation of such property, or (ii) in the case of shares of capital stock or indebtedness, the acquisition of such shares of capital stock or indebtedness, which indebtedness is issued, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, shares of capital stock or indebtedness and, in the case of property, the cost of construction thereof or improvements thereon, provided, however, that, in the case of any such acquisition, construction or improvement of property, the mortgage shall not apply to any property, shares of capital stock or indebtedness theretofore owned by the Company other than (x) any real property on which the property so acquired or constructed or the improvement is located or (y) any real property to which the property so acquired or constructed or the improvement attaches or is affixed; (2) mortgages of or upon any property, shares of capital stock or indebtedness, which mortgages exist at the time of acquisition of such property, shares or indebtedness by the Company; (3) mortgages of or upon any property of a Lien corporation, which mortgages exist at the time such corporation is merged with or into or consolidated with the Company or which mortgages exist at the time of a sale or transfer of the properties of a corporation as an entirety or substantially as an entirety to the Company; (4) mortgages to secure indebtedness of the Company to any Subsidiary, provided, however, that the money borrowed by the Company from such Subsidiary that constitutes such indebtedness arose from the internal operations of such Subsidiary; (5) mortgages 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 political subdivision to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred, assumed or guaranteed for borrowed money the purpose of financing or refinancing all or any part of the purchase price of the property, shares of capital stock or indebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages (including, without securing limitation, mortgages incurred in connection with pollution control, industrial revenue or similar financings); (6) mortgages on properties financed through tax-exempt municipal obligations, provided that such mortgages are limited to the Securities ifproperty so financed; (7) mortgages existing on the date of execution of this Indenture; (8) mortgages of or upon any grain inventory to secure any indebtedness incurred, after giving effect theretoassumed or guaranteed by the Company; (9) mortgages of or upon any equity or other interest in the Trinidad Venture to facilitate the availability of political risk insurance and/or to secure any indebtedness in connection with or relating to the Trinidad Venture; and (10) any extension, renewal, substitution, refinancing, refunding or replacement (or successive extensions, renewals, substitutions, refinancings, refundings or replacements) (each a "refinancing") in whole or in part of any mortgage existing at the date of the Indenture or any mortgage referred to in the foregoing clauses (1) through (9), inclusive, provided, however, that the principal amount of indebtedness for borrowed money secured thereby shall not exceed the principal amount of indebtedness so secured at the time of the refinancing plus the aggregate amount of premiums, other payments, costs and expenses required to be paid or incurred in connection with the refinancing, and that the refinancing shall be limited to all or a part of the property (plus improvements and construction on such property), shares of capital stock or indebtedness which was subject to the mortgage so extended, renewed, substituted, refinanced, refunded or replaced. (b) Notwithstanding the provisions of subsection (a) of this Section, the Company may, without equally and ratably securing the Securities, issue, assume or guarantee indebtedness secured by ▇▇▇▇▇ createda mortgage not excepted by clauses (1) through (10), incurred inclusive, of such subsection (a), if the aggregate amount of such indebtedness, together with all other indebtedness of, or assumed after indebtedness guaranteed by, the date hereof Company existing at such time and otherwise prohibited secured by this Indenture mortgages not so excepted, does not at the time exceed 10% of the Corporation’s Company's Consolidated Net Tangible AssetsWorth. Notwithstanding "Consolidated Net Worth" shall be the foregoing, transactions such difference between the Company's consolidated total assets and consolidated total liabilities as shown on the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether Company's most recent audited consolidated financial statements prepared in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiesaccordance with generally accepted accounting principles.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation (a) The Issuer will notnot itself, and will not permit any of its Restricted Subsidiaries Domestic Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed money evidenced by notes, bonds, debentures or interest thereon other similar evidences of indebtedness (such notes, bonds, debentures or other similar evidences of indebtedness being hereinafter in this Article called "Debt"), secured by a mortgage on any Principal Manufacturing Property of the Issuer or any liability Domestic Subsidiary, or any shares of the Corporation stock or such Restricted Subsidiaries under Debt of any guarantee or endorsement or other instrument under Domestic Subsidiary which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liensowns a Principal Manufacturing Property, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so effectively providing that the Securities are shall be secured equally and ratably with (or prior to to) such other indebtedness secured Debt, so long as secured Debt shall be so secured; PROVIDED, HOWEVER, that this Section shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (1) Mortgages of the Issuer or liabilityits Domestic Subsidiaries existing at the time of this Indenture; (2) Mortgages on property of, except that or on any shares of stock of, any corporation existing at the Corporation and its Restricted Subsidiaries may incur time such corporation becomes a Lien Domestic Subsidiary; (3) Mortgages on property or shares of stock of a Domestic Subsidiary existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure indebtedness the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or shares or the completion of any such construction and commencement of full operation of such property for borrowed money the purpose of financing all or any part of the purchase price or construction cost thereof; (4) Mortgages in favor of the Issuer or any Domestic Subsidiary; (5) Mortgages in favor of the United States of America, any State of the United States of America, or any subdivision, agency, department or other instrumentality thereof, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute; and (6) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Debt secured by any mortgage referred to in the foregoing clauses (1) to (5), inclusive; PROVIDED, that (i) such extension, renewal or replacement mortgage shall be limited to all or a part of the same property or shares of stock that secured the mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by such mortgage at such time is not increased. (b) Notwithstanding the limitations on liens described in Section 3.7(a), the Issuer or any Domestic Subsidiary may incur, issue, assume or guarantee any Debt secured by a mortgage on any Principal Manufacturing Property of the Issuer or its Domestic Subsidiaries or any shares of stock or Debt of any Domestic Subsidiary which owns a Principal Manufacturing Property, in addition to that permitted above and without securing any obligation to secure the Securities ifSecurities, provided that at the time of such incurrences, issuance, assumption or guarantee of such Debt, and after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture Exempted Debt does not exceed 1015% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property Assets of the character commonly referred to Issuer and its Subsidiaries, taken as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitieswhole.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any Restricted Subsidiary to, create or suffer to exist any Lien, assignment or transfer upon or of any of its Restricted Subsidiaries toproperties or its assets, createwhether real, incurpersonal or intangible, assume and now owned or otherwise have outstanding any Lien securing hereafter acquired, to secure any indebtedness for money borrowed money or interest thereon (or any liability without making effective provision whereby all of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either Securities shall be directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are secured equally and ratably with the indebtedness secured by such Lien, assignment or prior transfer; excluding, however, from the operation of the foregoing provision: (1) Liens (which term for purposes of this Section 1006 shall include conditional sale agreements or other title retention agreements and leases in the nature of title retention agreements) upon the property acquired, or Liens existing in such property at the time of acquisition thereof, or, in the case of any corporation or other entity which hereafter becomes a Subsidiary, Liens upon or in its property, existing at the time such corporation or other entity becomes a Subsidiary, provided, that no such Lien extends or shall extend to or cover any property of the Company or any Subsidiary, other than the property or Subsidiary, as the case may be, then being acquired, including fixed improvements then or thereafter to be erected upon any such property being acquired; (2) Liens created by any Restricted Subsidiary as security for Debt owing to the Company or any other indebtedness or liabilityRestricted Subsidiary. (3) with respect to any series of Securities, except that Liens existing on the Corporation date of issuance of such series; (4) Liens otherwise prohibited by this covenant securing Debt which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Restricted Subsidiaries may incur a Lien which is secured by Liens that would otherwise be prohibited by this covenant and the Attributable Debt of Sale and Leaseback Transactions effected in accordance with this clause (4), does not exceed the greater of (A) $50,000,000 and (B) 15% of Consolidated Net Tangible Assets; (5) Liens resulting from the deposit of funds or evidences of indebtedness in trust for the purpose of defeasing indebtedness of the Company or any of its Subsidiaries; (6) Liens securing obligations pursuant to secure indebtedness for borrowed money without securing hedging transactions, including rate swaps, basis swaps, forward rate transactions, commodity swaps and options, foreign exchange transaction, cap, collar and floor transactions, currency swap transactions and the Securities iflike; and (7) any extension, after giving effect theretorenewal or refunding of any Liens referred to in the foregoing clauses; provided, however, that in the case of this clause (7), the principal amount of indebtedness for borrowed money Debt secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does thereby shall not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified principal amount of money Debt, plus any premium or a specified rate of return (however determined)fee payable in connection with any such extension, renewal, replacement or a specified amount refunding, so secured at the time of such oilextension, gasrenewal, minerals, replacement or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiesrefunding.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will (a) The Company shall not, and will shall not permit any of its Restricted Subsidiaries Consolidated Subsidiary to, createincur any Debt secured by a Lien on any Principal Property or on any shares of capital stock of any Consolidated Subsidiary (in each case, incur, assume whether now owned or otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon (or any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, hereafter acquired) without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so making effective provision that the Securities are Notes shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifunless, after giving effect theretoto the incurrence of such Debt and any simultaneous permanent repayment of any secured Debt, the principal aggregate amount of indebtedness for borrowed money all Debt secured by ▇▇▇▇▇ createda Lien on any Principal Property or on any shares of capital stock of any Consolidated Subsidiary, incurred or assumed after together with all Attributable Debt of the date hereof Company and otherwise prohibited by this Indenture does its Consolidated Subsidiaries in respect of Sale and Lease-Back Transactions involving Principal Properties, would not exceed 10% of the Corporation’s Consolidated Net Tangible AssetsAssets of the Company and the Consolidated Subsidiaries. Notwithstanding The aggregate amount of all secured Debt referred to in the foregoingpreceding sentence shall exclude any then existing secured Debt that has been secured equally and ratably with the Notes. (b) The restriction set forth in paragraph (a) above shall not apply to, transactions such as and there shall be excluded from secured Debt in any computation under the sale restriction in (a) above or under the restriction in Section 2.10(a)(1), Debt secured by: (1) Liens on any property existing at the time of acquisition thereof (including by way of merger or consolidation); provided that (A) any forward sale) or other transfer of: such Lien was (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, existence prior to the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount date of such oilacquisition, gas, minerals, or other resources of a primary nature, or (ii) was not incurred in anticipation thereof and (iii) does not extend to any other property, and (B) the principal amount of Debt secured by each such Lien does not exceed the cost to the Company or such Consolidated Subsidiary of the property subject to the Lien, as determined in accordance with GAAP; (2) Liens in favor of the Company or a Consolidated Subsidiary; (3) Liens in favor of governmental bodies to secure progress or advance payments pursuant to any contract or provision of any statute; (4) Liens created or incurred in connection with an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Company or a Consolidated Subsidiary and any federal, state or municipal government or other governmental body or quasi-governmental agency; (5) Liens on property to secure all or part of the cost of acquiring, substantially repairing or altering, constructing, developing or substantially improving the property, or to secure Debt incurred for any such purpose; provided that (A) any such Lien relates solely to the property subject to the Lien and (B) the principal amount of Debt secured by each such Lien (i) was incurred concurrently with, or within 18 months of, such acquisition, repair, alteration, construction, development or improvement and (ii) does not exceed the cost to the Company or such Consolidated Subsidiary of the property subject to the Lien, as determined in accordance with GAAP; and (6) any extension, renewal or replacement of any Lien referred to above; provided that (A) such extension, renewal or replacement Lien (i) will be limited to the same property that secured the Lien so extended, renewed or replaced and (ii) will not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and (B) such principal amount of Debt so secured shall continue to be included in the computation in paragraph (a) of this Section 2.9 and in Section 2.10(a)(1) to the extent so included at the time of such extension, renewal or replacement. For purposes of this Section 2.9, an “acquisition” of property (including real, personal or intangible property or shares of capital stock or Debt) shall include any transaction or series of transactions by which the Company or a Consolidated Subsidiary acquires, directly or indirectly, an interest, or an additional interest (to the extent thereof), in such property, including an acquisition through merger or consolidation with, or an acquisition of an interest in, a Person owning an interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiessuch property.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Guarantor will notnot itself, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed (all such indebtedness for money borrowed being hereinafter in this Article called "Debt"), secured by a Mortgage on any Principal Property or interest thereon on any shares of stock or Indebtedness of any Restricted Subsidiary, without effectively providing that the Securities of any series (or together with, if the Guarantor shall so determine, any liability other indebtedness of the Corporation Guarantor or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under Subsidiary which is not subordinate in right of payment to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that payment in full of the Securities are of any series) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all Debt so secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does would not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding Assets as of a date within 150 days prior to such determination; provided, however, that this Section shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (1) Mortgages existing at the foregoingdate of this Indenture; (2) Mortgages on property of, transactions or on any shares of stock or Indebtedness of, any corporation existing at the time such as corporation becomes a Restricted Subsidiary; (3) Mortgages in favor of the sale Guarantor or any Restricted Subsidiary; (4) Mortgages on property, shares of stock or Indebtedness existing at the time of acquisition thereof (including any forward saleacquisition through merger, consolidation or other reorganization) or to secure the payment of all or any part of the purchase price thereof or construction thereon or to secure any Debt incurred prior to, at the time of, or within 180 days after the later of the acquisition, the completion of construction or the commencement of full operation of such property or within 180 days after the acquisition of such shares or Indebtedness for the purpose of financing all or any part of the purchase price thereof or construction thereon, it being understood that if a commitment for such financing is obtained prior to or within such 180-day period, the applicable Mortgage shall be deemed to be included in this Clause (4) whether or not such Mortgage is created within such 180-day period; (5) Mortgages on property owned or leased by the Guarantor 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 transfer of: country or any political subdivision thereof, or in favor of holders of securities issued by any such entity, pursuant to any contract or statute (iincluding without limitation, mortgages or easements on property of the Guarantor or any Restricted Subsidiary related to the financing of such property pursuant to Section 103 of the Internal Revenue Code of 1954, as amended or any successor section thereto); (6) Mortgages to secure partial, progress, advance or other payments or any Debt incurred for the purpose of financing all or any part of the purchase price or cost of construction, development or repair, alteration or improvement of the property subject to such Mortgage if the commitment for the financing is obtained not later than 45 one year after the latter of the completion of or the placing into operation (exclusive of test and start-up periods) of such constructed, developed, repaired, altered or improved property; (7) Mortgages on oil, gas, minerals coal or other resources of a primary nature, whether minerals in place or when producedon geothermal resources in place, or on related leasehold or other property interests, which are incurred to finance development, production or acquisition costs (including but not limited to Mortgages securing advance sale obligations); (8) Mortgages on equipment used or usable for drilling, servicing or operation of oil, gas, coal or other mineral properties or of geothermal properties; (9) Mortgages arising in connection with contracts or subcontracts with, or made at the request of, the United States of America, any State thereof or any department, agency or instrumentality of the United States or any State thereof; and (10) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing Clauses (1) to (9) of this Section 1005, inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of stock or Restricted Subsidiary Indebtedness that secured the Mortgage extended, renewed or replaced (plus improvements on such property). The following transactions shall not be deemed to create Debt secured by a Mortgage: (i) the sale or other transfer of oil, gas, coal or other minerals in place for a period of time until, or in an amount such that, the purchaser transferee will realize therefrom a specified amount of money or a specified rate of return (however determined), ) or a specified amount of such oil, gas, coal or other minerals, or the sale or other resources transfer of a primary nature, or (ii) any other interest in property of the character commonly referred to as an oil, gas, coal or other mineral payment or a “production payment”, will not constitute a Lien and will not result in ; and (ii) the Corporation sale or other transfer by the Guarantor or a Restricted Subsidiary being required of properties to secure a partnership, joint venture or other entity whereby the SecuritiesGuarantor or such Restricted Subsidiary would retain partial ownership of such properties.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and will The Company shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise have outstanding suffer to exist any Lien securing on any indebtedness for borrowed money or interest thereon (Restricted Property to secure any debt of the Company, any Subsidiary or any liability of the Corporation other Person, or such Restricted Subsidiaries under permit any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted LiensSubsidiary so to do, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under making effective provision whereby the 2039 Notes then outstanding and having the benefit of this Indenture so that the Securities are Section shall be secured by a Lien equally and ratably with or prior to such other indebtedness or liabilitydebt for so long as such debt shall be so secured, except that the Corporation and its foregoing shall not prevent the Company or any Subsidiary from creating, assuming or suffering to exist Liens of the following character: (1) any Lien existing on the Issue Date of the 2039 Notes; (2) any Lien existing on Restricted Subsidiaries may incur Property owned or leased by a corporation at the time it becomes a Subsidiary; (3) any Lien existing on Restricted Property at the time of the acquisition thereof by the Company or a Subsidiary; (4) any Lien to secure indebtedness any debt incurred prior to, at the time of, or within 12 months after the acquisition of Restricted Property for borrowed money the purpose of financing all or any part of the purchase price thereof and any Lien to the extent that it secures debt which is in excess of such purchase price and for the payment of which recourse may be had only against such Restricted Property; (5) any Lien to secure any debt incurred prior to, at the time of, or within 12 months after the completion of the construction and commencement of commercial operation, alteration, repair or improvement of Restricted Property for the purpose of financing all or any part of the cost thereof and any Lien to the extent that it secures debt which is in excess of such cost and for the payment of which recourse may be had only against such Restricted Property; (6) any Lien securing debt of a Subsidiary owing to the Company or to another Subsidiary; (7) any Lien in favor of the United States of America or any State thereof or any other country, or any agency, instrumentality of political subdivision try of any of the foregoing, to secure partial, progress, advance or other payments or performance pursuant to the provisions of any contract or statute, or any Liens securing industrial development, pollution control, or similar revenue bonds; (8) Liens imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar Liens arising in the ordinary course of business, or governmental (federal, state or municipal) Liens arising out of contracts for the sale of products or services by the Company or any Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; (9) pledges or deposits under workmen’s compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or any Subsidiary, or deposits in connection with obtaining or maintaining self insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any Subsidiary is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (10) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Subsidiary is a party; (11) Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without securing the Securities ifpenalty, after giving effect theretoor which are being contested in good faith by appropriate proceedings; (12) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in clauses (1) through (11) above, so long as the principal amount of indebtedness the debt secured thereby does not exceed the principal amount of debt so secured at the time of the extension, renewal or replacement (except that, where an additional principal amount of debt is incurred to provide funds for borrowed money the completion of a specific project, the additional principal amount, and any related financing costs, may be secured by ▇▇▇▇▇ createdthe Lien as well) and the Lien is limited to the same property subject to the Lien so extended, incurred renewed or assumed after replaced (plus improvements on the date hereof property); and (13) any Lien not permitted by clauses (1) through (12) above securing debt that, together with the aggregate outstanding principal amount of all other debt of the Company and its Subsidiaries secured by Liens which would otherwise be prohibited by the foregoing restrictions and the aggregate Value of existing Sale and Leaseback Transactions which would be subject to the restrictions of Section 1010 but for this Indenture clause (13), does not at any time exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Guarantor will notnot itself, and will not permit any of its Restricted Subsidiaries Manufacturing Subsidiary to, create, incur, assume issue, assume, guarantee or otherwise have outstanding suffer to exist any Lien securing any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter called "Debt"), secured by pledge of, or interest thereon (mortgage or lien on, any Principal Domestic Manufacturing Property of the Guarantor or any liability Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (mortgages, pledges and liens being hereinafter called "Mortgage" or "Mortgages"), without effectively providing that the Guarantee of the Corporation Loan to the Borrower hereunder (together with, if the Guarantor shall so determine, any other Debt of the Guarantor or such Restricted Subsidiaries under any guarantee Manufacturing Subsidiary then existing or endorsement or other instrument under which thereafter created ranking equally with the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Guarantee) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed after Debt so secured plus all Attributable Debt of the date hereof Guarantor and otherwise prohibited by this Indenture does its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions (as defined in Section 6.2) would not exceed 105% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that this Section 6.1 shall not apply to Debt secured by: (a) Mortgages on property of, or on any shares of stock of or Debt of, any corporation existing at the foregoingtime such corporation becomes a Manufacturing Subsidiary; (b) Mortgages in favor of the Guarantor or any Manufacturing Subsidiary; (c) Mortgages in favor of any governmental body to secure progress, transactions such as advance or other payments pursuant to any contract or provision of any statute; (d) Mortgages on property, shares of stock or Debt existing at the sale time of acquisition thereof (including any forward saleacquisition through merger or consolidation) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and The Company will not permit any of its Restricted Subsidiaries toincur, create, incurissue, assume or otherwise have outstanding guarantee any Lien securing any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed money or interest thereon (or any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement notes, bonds, debentures or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, similar evidences of indebtedness for money borrowed money or interest thereonbeing hereinafter in this Article called "Debt"), secured by a pledge of, or mortgage or lien or other than Permitted Liensencumbrance (mortgages, pledges and liens being hereinafter in this Article called "Mortgage" or "Mortgages") upon any property or assets, without also simultaneously effectively providing, concurrently with the issuance, incurrence, assumption or prior thereto securingguaranty of any such Debt, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are (together with, if the Company shall so determine, any other Debt of the Company then existing or thereafter created ranking equally with the Securities) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt so secured, would not exceed $[ ] million in the aggregate at any one time outstanding; provided, however, that this Section shall not apply to such other indebtedness Debt secured by: (1) Mortgages created or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien incurred to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% financing of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding Company's current or future receivables; (2) Certain Mortgages created or incurred to secure financing of the foregoingexport or marketing of goods outside the United States; (3) Mortgages on accounts receivable payable in foreign currencies securing indebtedness incurred and payable outside the United States; (4) Mortgages in favor of the Company; (5) Mortgages in favor of any governmental body to secure progress, transactions such as advance or other payments pursuant to any contract or provision of any statute; (6) deposits made in connection with pending litigation; (7) Mortgages on property, shares of stock or Debt existing at the sale time of acquisition thereof (including any forward saleacquisition through merger or consolidation) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiespayment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares of Debt for the purpose of financing all or any part of the purchase price thereof; and (8) any extension, renewal or replacement (or successive extensions renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (1) to (7), inclusive; provided that such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property).

Limitation on Liens. So (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series, so long as any Securities of any series are Outstanding and subject to the terms of this IndentureOutstanding, the Corporation will not, and Company will not pledge, mortgage, hypothecate or grant a security interest in, or permit any of its Restricted Subsidiaries tomortgage, createpledge, incur, assume or otherwise have outstanding any Lien securing any indebtedness for borrowed money or security interest thereon (or any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which lien upon, any capital stock of DP&L, to secure any Indebtedness (hereinafter defined) without making effective provision whereby the Corporation or Outstanding Securities shall (so long as such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture Indebtedness shall be so that the Securities are secured secured) be equally and ratably secured with or prior to any and all such other Indebtedness and any other indebtedness similarly entitled to be equally and ratably secured; provided, however, that this restriction shall not apply to nor prevent the creation or liabilityexistence of: (1) any mortgage, except that pledge, security interest, lien or encumbrance upon any such capital stock created at the Corporation and its Restricted Subsidiaries may incur a Lien time of the acquisition of such capital stock by the Company or within one year after such time to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred all or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% a portion of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding purchase price for such capital stock; (2) any mortgage, pledge, security interest, lien or encumbrance upon any such capital stock existing thereon at the foregoingtime of the acquisition thereof by the Company (whether or not the obligations secured thereby are assumed by the Company); (3) any extension, transactions such as the sale renewal of refunding of any mortgage, pledge, security interest, lien or encumbrance permitted by Subsection (including any forward sale1) or (2) above on capital stock of DP&L theretofore subject thereto (or substantially the same capital stock) or any portion thereof; or (4) any judgment, levy, execution, attachment or other transfer of: similar lien arising in connection with court proceedings, provided that either (i) oil, gas, minerals the execution or other resources enforcement of a primary nature, whether each such lien is effectively stayed within 30 days after entry of the corresponding judgment (or the corresponding judgment has been discharged within such 30 day period) and the claims secured thereby are being contested in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or good faith by appropriate proceedings timely commenced and diligently prosecuted; (ii) the payment of each such lien is covered in full by insurance and the insurance company has not denied or contested coverage thereof; or (iii) so long as each such lien is adequately bonded, any other interest in property appropriate legal proceedings that may have been duly initiated for the review of the character commonly referred to as a “production payment”corresponding judgment, will decree or order shall not constitute a Lien and will have been fully terminated or the period within which such proceedings may be initiated shall not result in the Corporation or a Restricted Subsidiary being required to secure the Securitieshave expired.

Limitation on Liens. So long (a) Except as any Securities are Outstanding and subject to the terms otherwise provided in clauses (i) through (ix) below or in subsection (b) of this Indenturesection, the Corporation will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, incurissue, assume or otherwise have outstanding guarantee any Debt secured by a Lien securing upon any indebtedness for borrowed money or interest thereon (or any liability Principal Property of the Corporation Company or of any Restricted Subsidiary or upon any shares of stock or Debt issued by any Restricted Subsidiary, whether now owned or hereafter acquired, without in any such case effectively providing that the Senior Notes together with, if the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinated to the Corporation or such Restricted Subsidiaries are contingently liableSenior Notes, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are shall be secured equally and ratably with or prior to such other indebtedness or liability(or, except that at the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% option of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoingCompany, transactions prior to) such secured Debt, so long as the sale such Debt shall be so secured; provided, however, that nothing in this Section 2.10 shall prevent, restrict or apply to (including and there shall be excluded from secured Debt in any forward salecomputation under this Section 2.10) or other transfer of: Debt secured by: (i) Liens on property of, or shares of stock or Debt issued by, any Subsidiary existing at the time such Subsidiary becomes a Restricted Subsidiary; provided, that such Lien shall not have been incurred in connection with the transfer by the Company or a Restricted Subsidiary of a Principal Property to such Subsidiary unless the Company, within 180 days of the effective date of such transfer, applies or causes a Restricted Subsidiary to apply an amount equal to the fair value, as determined by the Company’s Board of Directors, of such Principal Property at the time of such transfer, to the prepayment or retirement of Senior Notes or other Debt of the Company (other than Debt subordinated to the Senior Notes), or Debt of any Restricted Subsidiary (other than Debt owed to the Company or any Restricted Subsidiary), having a stated maturity (x) more than 12 months from the date of such application or (y) which is extendable at the option of the obligor thereon to a date more than 12 months from the date of such application; (ii) Liens on any property, shares of stock or Debt existing at the time of acquisition thereof by the Company or a Restricted Subsidiary (including acquisition through merger or consolidation) or Liens to secure the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property, shares of stock or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; (iii) Liens on any property to secure all or any part of the cost of development, construction, alteration, repair or improvement of all or any portion of such property, or to secure Debt incurred prior to, at the time of, or within 180 days after, the completion of such development, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost; (iv) Liens which secure Debt owed by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or by the Company to a Restricted Subsidiary so long as the Debt is held by the Company or a Restricted Subsidiary; (v) Liens securing indebtedness of a corporation or other Person which becomes a successor of the Company in accordance with the provisions of Section 6.04 of the Base Indenture and Section 2.12 hereof other than Debt incurred by such corporation or other Person in connection with a consolidation, merger or sale of assets in accordance with Section 6.04 of the Base Indenture and Section 2.12 hereof; (vi) Liens on property of the Company or a Restricted Subsidiary in favor of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States 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 the cost of construction, alteration, repair or improvement of the property subject to such Liens (including but not limited to Liens incurred in connection with pollution control, industrial revenue or similar financing), or in favor of any trustee or mortgagee for the benefit of holders of indebtedness of any such entity incurred for any such purpose; (vii) Liens securing Debt which is payable, both with respect to principal and interest, solely out of the proceeds of oil, gas, minerals coal or other resources of a primary nature, whether in place minerals to be produced from the property subject thereto and to be sold or when produced, for a period of time until, or in an amount such that, delivered by the purchaser will realize therefrom a specified amount of money Company or a specified rate of return (however determined)Subsidiary, or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) including any other interest in property of the character commonly referred to as a “production payment”; (viii) Liens created or assumed by a Subsidiary on oil, will gas, coal or other mineral property, owned or leased by a Subsidiary, to secure Debt of such Subsidiary for the purpose of developing such property, including any interest of the character commonly referred to as a “production payment”; provided, however, that neither the Company nor any Subsidiary shall assume or guarantee such Debt or otherwise be liable in respect thereof; and (ix) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (viii), inclusive, or of any Debt secured thereby; provided, that such extension, renewal or replacement Lien shall be limited to all or any part of the same property that secured the Lien extended, renewed or replaced (plus any improvements and construction on such property), or to other property of the Company or its Restricted Subsidiaries not constitute subject to the limitations of this Section 2.10, and shall secure no larger amount of Debt than that which had been so secured at the time of such extension, renewal or replacement (plus any premium or fee payable in connection therewith) and, in the case of clause (iv), that the Debt being secured thereby is being secured for the same type of Person as the Debt being replaced. (b) Notwithstanding the foregoing provisions of this Section 2.10, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien without equally and will ratably securing the Senior Notes if at the time of such issuance, assumption or guarantee (the “Incurrence Time”) the aggregate amount of such Debt plus all other Debt of the Company and its Restricted Subsidiaries secured by Liens (other than Debt permitted to be secured under clauses (i) through (ix) above) which would otherwise be subject to the foregoing restrictions after giving effect to the retirement of any Debt which is concurrently being retired, plus the aggregate Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions permitted by subsections (a) and (b) of Section 2.11) entered into after the date of this Tenth Supplemental Indenture and in existence at the Incurrence Time (less the aggregate amount of proceeds of such Sale and Leaseback Transactions which shall have been applied in accordance with subsection (c) of Section 2.11), does not result in exceed the Corporation or a Restricted Subsidiary being required greater of (i) $2.5 billion and (ii) 15% of Consolidated Net Tangible Assets; provided that to secure the Securitiesextent the aggregate amount of any such Debt exceeds clause (ii) above but does not exceed clause (i), such incremental amount of Debt may only be Debt under the Credit Agreement.

Limitation on Liens. So long Effective as any Securities are Outstanding of the Implementation Date and subject to the terms until all payments required of Ford under this IndentureSettlement Agreement have been made, the Corporation will Ford shall not, and will not nor shall it permit any of its Restricted Subsidiaries Manufacturing Subsidiary to, create, incur, assume issue, assume, guarantee or otherwise have outstanding suffer to exist any Lien securing any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter called “Debt”), secured by a pledge of, or interest thereon (mortgage or lien on, any Principal Domestic Manufacturing Property of Ford or any liability Manufacturing Subsidiary, or any shares of the Corporation stock of or Debt of any Manufacturing Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgage” or “Mortgages”), without effectively providing that payment obligations by Ford under this Settlement Agreement (together with, if Ford shall so determine, any other Debt of Ford or such Restricted Subsidiaries under any guarantee Manufacturing Subsidiary then existing or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness thereafter created ranking equally with payment obligations of Ford under this Indenture so that the Securities are Settlement Agreement) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ createdDebt so secured plus all Attributable Debt of Ford and its Manufacturing Subsidiaries in respect of sale and leaseback transactions (as defined in Section 10.05 of the Indenture dated as of January 30, incurred or assumed after the date hereof 2002 between Ford and otherwise prohibited by this Indenture does The Bank of New York, as Trustee), would not exceed 105% of the Corporation’s Consolidated Net Tangible Automotive Assets. Notwithstanding the foregoing; provided, transactions such as the sale (including any forward sale) or other transfer of: however, that this Section shall not apply to Debt secured by: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time untilMortgages on property of, or in an amount on any shares of stock or of Debt of, any corporation existing at the time such that, the purchaser will realize therefrom corporation becomes a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or Manufacturing Subsidiary; (ii) Mortgages in favor of Ford or any Manufacturing Subsidiary; (iii) Mortgages in favor of any governmental body to secure progress, advance or other interest in property payments pursuant to any contract or provision of any statute; (iv) Mortgages on property, shares of stock or Debt existing at the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation time of acquisition thereof (including acquisition through merger or a Restricted Subsidiary being required consolidation) or to secure the Securitiespayment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares of Debt for the purpose of financing all or any part of the purchase price thereof; and (v) any extension, renewal or replacement (or successive extensions renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (i) to (iv), inclusive; provided that such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property).

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, assume or otherwise have outstanding suffer to exist any Lien securing upon any indebtedness for borrowed money Operating Property or interest thereon (Operating Asset of the Company or any liability Subsidiary, whether owned at the date of this Indenture or thereafter acquired, to secure any Indebtedness, without making effective provision whereby the Debt Securities of each series then Outstanding (together with, if the Company shall so determine, any other Indebtedness of the Corporation Company or any Subsidiary then existing or thereafter created which is not subordinate to the Debt Securities of each series then Outstanding) shall be secured by such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are secured Lien equally and ratably with (or prior to to) any and all other Indebtedness thereby secured, so long as such other indebtedness or liabilityIndebtedness shall be so secured, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifunless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such Indebtedness secured by ▇▇▇▇▇ createdLiens together with all Attributable Debt of the Company and its Subsidiaries in respect of Sale and Lease-Back Transactions (other than the Sale and Lease-Back Transactions excluded from the prohibition of Section 1007 by clauses (2), incurred or assumed after the date hereof (3) and otherwise prohibited by this Indenture does (4) thereof) would not exceed the greater of (i) 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding Assets of the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary natureCompany, or (ii) $140,000,000; provided, however, that the foregoing restriction shall not apply to Indebtedness secured by any other interest of the following: (1) Liens on any property existing at the time of acquisition thereof by the Company or a Subsidiary, provided that (x) each such Lien shall at all times be confined solely to the asset or assets so acquired and (y) the principal amount of Indebtedness secured by each such Lien shall at no time exceed the cost of the assets in question to the Company or the respective Subsidiary (including the principal amount of the Indebtedness secured thereby); (2) Liens on property of a corporation existing at the character commonly time such corporation is merged into or consolidated with the Company or a Subsidiary or otherwise becomes a Subsidiary of the Company or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) as an entirety or substantially as an entirety to the Company or a Subsidiary, provided that such Lien as a result of such merger, consolidation, sale, lease or other disposition is not extended to property owned by the Company or such Subsidiary immediately prior thereto; (3) Liens securing Indebtedness of a wholly-owned Subsidiary to the Company or to another wholly-owned Subsidiary; (4) Liens on property to secure all or part of the cost of acquiring, substantially repairing or altering, constructing, developing or substantially improving such property, or to secure Indebtedness incurred to provide funds for any such purpose, provided that (i) such Lien comes into existence not later than 360 days after the later of (a) the completion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such property or (b) the placing in operation of such property or of such property as so substantially repaired or altered, constructed, developed or substantially improved and (ii) the principal amount of Indebtedness secured by such Lien does not exceed the cost of such acquisition, repair, alteration, construction, development or improvement; (5) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof, 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 constructing or improving the property subject to such Liens; (6) Liens incurred or assumed in connection with an issuance of revenue bonds the interest on which is exempt from federal income tax pursuant to Section 103 and related Sections of the Internal Revenue Code of 1986, as amended; (7) Liens on customer and other accounts receivable owned by the Company or any Subsidiary; and (8) any extension, renewal or replacement (or successive extension, renewals or replacements), in whole or in part, of any Lien referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation foregoing Clauses (1) to (7), inclusive; provided, however, that the principal amount of Indebtedness secured thereby and not otherwise authorized by said Clauses (1) to (7), inclusive, shall not exceed the principal amount of Indebtedness, plus any premium or a Restricted Subsidiary being required to secure fee payable in connection with any such extension, renewal or replacement, so secured at the Securitiestime of such extension, renewal or replacement.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and will not permit any of its Restricted Subsidiaries to, createCreate, incur, assume or otherwise have outstanding suffer to exist any Lien securing on any indebtedness for borrowed money or interest thereon (of the Borrower’s or any liability of its Subsidiaries’ assets or properties of any character, or on any shares of Equity Interests or Indebtedness of any of its Subsidiaries, except: (a) Liens in existence on the Effective Date and listed on Schedule 6.7 and other Liens, securing Indebtedness of the Corporation Borrower and its Subsidiaries permitted by Section 6.8(a); provided that such Lien (i) shall not apply to any other property or such Restricted Subsidiaries under asset of the Borrower or any guarantee Subsidiary after the Effective Date and (ii) shall secure only those obligations which it secures on the date hereof ; (b) any Lien existing on any property or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are secured equally and ratably with or asset prior to such other indebtedness the acquisition thereof by the Borrower or liability, except any of its Subsidiaries or existing on any property or asset of any Person that becomes a Subsidiary of the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed Borrower after the date hereof and otherwise prohibited by this Indenture prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary of the Borrower, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any of its Subsidiaries, (iii) the Indebtedness secured thereby does not exceed 1075% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding fair market value of such property or asset and (iv) such Lien shall secure only those obligations which it secures on the foregoingdate of such acquisition or the date such Person becomes a Subsidiary of the Borrower, transactions such as the sale (including any forward sale) or other transfer of: (i) oilcase may be and extensions, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an renewals and replacements thereof that do not increase the outstanding principal amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.thereof; and

Limitation on Liens. So long Except as any Securities are Outstanding and subject to the terms of provided in this IndentureSection 4.01, the Corporation will notIssuers shall not at any time, and will shall not permit any of its Restricted their respective Subsidiaries at any time to, create, incur, assume pledge or otherwise have outstanding subject to any Lien securing any indebtedness of their property or assets to secure Indebtedness for borrowed money or interest thereon (or any liability without thereupon expressly securing the due and punctual payment of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which principal of (and premium, if any, on) and the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that on the Securities are secured Notes equally and ratably with (or prior to to) any and all other Indebtedness secured by such Lien, so long as any such other indebtedness or liabilityIndebtedness shall be so secured, except that and the Corporation Issuers shall provide for the Notes to be equally and its Restricted Subsidiaries may incur a ratably secured if and when any such Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ is created, incurred or assumed after provided, however, that this limitation shall not apply to: (1) Liens in existence on the date hereof and otherwise prohibited by Issue Date; (2) Liens securing Indebtedness which at the time of Incurrence of such Indebtedness, together with all other Indebtedness Incurred under this Indenture does clause (2), shall not exceed 1020% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; (3) Liens securing inter-company Indebtedness in favor of any Issuer, the foregoingParent Guarantor or any Subsidiary of any Issuer; (4) Liens on any property, transactions tangible or intangible, real or personal, existing at the time of acquisition of such as the sale property (including any forward saleacquisition through merger or consolidation) or other transfer to secure the payment of all or any part of the purchase price thereof or the cost of construction or improvement of property or to secure any Indebtedness Incurred prior to, at the time of: , or within 365 days (ior in the case Container Equipment, 18 months) oilafter, gasthe acquisition, minerals construction or improvement thereof for the purpose of financing all or any part of the purchase price, construction or improvement thereof; (5) Liens on any property or assets (including cash) of any Issuer or any Subsidiary of any Issuer to secure Hedging Obligations; (6) Liens resulting from deposits made with or security given in the ordinary course of business to any governmental agency or other resources body created or approved by law or governmental regulation in order to enable any Issuer or any of their respective Subsidiaries to maintain self-insurance, or to participate in any fund in connection with workmen’s compensation, unemployment insurance, old-age pensions, or other social security, or to share in any privileges or other benefits available to corporations participating in any such arrangement, or for any other purpose at any time required by law or regulation promulgated by any governmental agency or office as a primary naturecondition to the transaction of any business or the exercise of any privilege or license, whether in place or when produced, for a period deposits of time untilassets of any Issuer or any of their respective Subsidiaries with any surety company or clerk of any court, or in an amount escrow, as collateral in connection with, or in lieu of, any bond on appeal by any Issuer or any of their respective Subsidiaries from any judgment or decree against it, or in connection with any other proceedings in actions at law or suits in equity by or against any Issuer or any of their respective Subsidiaries; (7) Liens or charges Incurred or deposits made in the ordinary course of business to secure performance of letters of credit, bids, tenders, appeal and performance bonds; (8) A banker’s lien or right of offset of the holder of such Indebtedness in favor of any lender of moneys or holder of commercial paper of any Issuer or any of their respective Subsidiaries in the ordinary course of business on moneys of any Issuer or any of their respective Subsidiaries deposited with such lender or holder in the ordinary course of business; (9) Liens securing any Indebtedness of any Issuer or any of their respective Subsidiaries provided that, at the purchaser will realize therefrom time of the Incurrence of such Indebtedness, the Unencumbered Assets Coverage Ratio test under the Revolving Credit Agreement, as in effect at the time of such Incurrence, shall be satisfied on a specified amount pro forma basis after giving effect to such Incurrence of money such Indebtedness; and (10) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (1) to (9) inclusive or this clause (10); provided, however, that such extension, renewal or replacement Lien shall be limited to all or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property part of the character commonly referred to as a “production payment”same property that secured the Lien or Liens extended, will not constitute a Lien and will not result in the Corporation renewed or a Restricted Subsidiary being required to secure the Securitiesreplaced (plus improvements on such property).

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and The Guarantor will not itself, nor will the Guarantor permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed (all such indebtedness for money borrowed being hereinafter in this Article VI called "Debt") secured by a Mortgage on any Principal Property or interest thereon on any shares of stock or Indebtedness of any Restricted Subsidiary, without first effectively providing that the Debt Securities of each series (together with, if the Guarantor shall so determine, any other indebtedness of the Guarantor or any liability Restricted Subsidiary which is not subordinate in right of payment to the prior right of payment in full of the Corporation or such Restricted Subsidiaries under Debt Securities of any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are series) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal amount of indebtedness for borrowed money all Debt so secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does would not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that this Section 6.06 shall not apply to, and there shall be excluded from secured Debt in any computation under this Section 6.06, Debt secured by: (1) Mortgages existing at the foregoingdate of this Indenture; (2) Mortgages on property of, transactions or on any shares of stock or Indebtedness of, any entity existing at the time such as entity is merged into or consolidated with the sale Company or the Guarantor or becomes a Restricted Subsidiary; (3) Mortgages in favor of the Guarantor or any Restricted Subsidiary; (4) Mortgages on property, shares of stock or Indebtedness existing at the time of acquisition thereof (including any forward saleacquisitions through merger, consolidation or other reorganization) or to secure the payment of all or any part of the purchase price thereof or construction thereon or to secure any Debt incurred prior to, at the time of, or within one year after the later of the acquisition, the completion of construction or the commencement of full operation of such property or within one year after the acquisition of such shares or Indebtedness for the purpose of financing all or any part of the purchase price thereof or construction thereon, it being understood that if a commitment for such financing is obtained prior to or within such one-year period, the applicable Mortgage shall be deemed to be included in this clause (4) whether or not such Mortgage is created within such one-year period; (5) Mortgages in favor of the United States, any State thereof, Canada, or any province thereof, or any department, agency or instrumentality or political subdivision of the United States, any State thereof, Canada, or any province thereof, or in favor of any other transfer of: country or any political subdivision thereof; (i6) Mortgages on minerals or geothermal resources in place, or on related leasehold or other property interests, that are incurred to finance development, production or acquisition costs (including, but not limited to, Mortgages securing advance sale obligations); (7) Mortgages on equipment used or usable for drilling, servicing or operating oil, gas, minerals coal or other resources mineral properties or geothermal properties; (8) Mortgages required by any contract or statute in order to permit the Guarantor or any of its Subsidiaries to perform any contract or subcontract made with or at the request of, the United States, any State thereof, Canada, any province thereof, or in favor of any other country or any political subdivision thereof or any department, agency or instrumentality of the United States, any State thereof, Canada, any province thereof or any other country or political subdivision thereof; (9) any Mortgage resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing Debt of the Guarantor or any Restricted Subsidiary or secured Debt of the Guarantor or any Restricted Subsidiary the net proceeds of which are used, substantially concurrent with the funding thereof, and taking into consideration, among other things, required notices to be given to the holders of the outstanding securities in connection with the refunding, refinancing or repurchase thereof, and the required corresponding durations thereof, to refund, refinance or repurchase all of the outstanding securities, including the amount of all accrued interest thereon and reasonable fees and expenses and premiums, if any, incurred by the Guarantor or any Restricted Subsidiary in connection therewith; and (10) any extension, renewal or replacement (or successive extensions, renewals or replacements) of any Mortgage referred to in the foregoing clauses (1) to (9) of this Section 6.06, inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or a primary naturepart of the same property (including any improvements on such property), whether shares of stock or Indebtedness that secured the Mortgage so extended, renewed or replaced. The following transactions shall not be deemed to create Debt secured by a Mortgage; (i) the sale or other transfer of oil, gas, coal or other minerals in place or when produced, for a period of time until, or in an amount such that, the purchaser transferee will realize therefrom a specified amount of money or a specified rate of return (however determined), ) or a specified amount of such oil, gas, coal or other minerals, or the sale or other resources transfer of a primary nature, or (ii) any other interest in property of the character commonly referred to as an oil, gas, coal or other mineral payment or a “production payment”, will not constitute a Lien and will not result including in any case, overriding royalty interests, net profit interests, reversionary interests and carried interests and other similar burdens on production; and (ii) the Corporation sale or other transfer by the Guarantor or a Restricted Subsidiary being required of properties to secure a partnership, joint venture or other entity whereby the SecuritiesGuarantor or such Restricted Subsidiary would retain partial ownership of such properties.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation (a) The Company will not, and nor will not it permit any of its Restricted Subsidiaries Material Subsidiary to, create, incur(i) issue, assume or otherwise have guarantee any Indebtedness, if such Indebtedness is secured by a Lien upon, or (ii) directly or indirectly secure any outstanding any Lien securing any indebtedness for borrowed money or interest thereon (Indebtedness of the Company or any liability of the Corporation Material Subsidiary by a Lien upon, any Principal Property now owned or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Lienshereafter acquired, without also simultaneously in any such case effectively providing, concurrently with the issuance, assumption or prior thereto securingguarantee of any such Indebtedness, or causing the granting of security with respect to any such Restricted Subsidiaries to secureoutstanding Indebtedness, indebtedness under this Indenture so that the Securities are (together with, if the Company shall so determine, any other Indebtedness of or guarantee by the Company or any Material Subsidiary ranking equally with the Securities then existing or thereafter created) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilityIndebtedness; provided, except however, that the Corporation and its Restricted Subsidiaries may incur a Lien foregoing restriction shall not apply to: (1) Liens on any Principal Property acquired after June 5, 2003 which are created or assumed contemporaneously with, or within 90 days after, such acquisition solely for the purpose of securing Indebtedness (including, but not limited to, deferred purchase price obligations) representing, or incurred to secure indebtedness for borrowed money without securing finance, refinance or refund, the Securities if, after giving effect purchase price or acquisition cost of the Principal Property subject thereto, ; provided that (a) the principal amount of indebtedness for borrowed money the Indebtedness secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture such Lien does not exceed 10100% of such purchase price or acquisition cost and (b) such Lien does not extend to or cover any Principal Property other than such Principal Property and any improvements thereon or rights appurtenant thereto acquired in such transaction; (2) Liens on any Principal Property acquired after June 5, 2003 existing at the Corporation’s Consolidated Net Tangible Assets. time such Principal Property is acquired; (3) Liens on any Principal Property or shares of stock or Indebtedness acquired from or through a corporation which is merged with or into the Company or a Material Subsidiary; (4) Liens in favor of the Company or any Subsidiary; (5) Liens on any Principal Property in existence on June 5, 2003; (6) Liens on any Principal Property constituting unimproved real property constructed or improved by the Company or any Material Subsidiary after June 5, 2003 which are created or assumed contemporaneously with, or within 90 days after, such construction or improvement solely for the purpose of securing Indebtedness (including, but not limited to, deferred purchase price obligations) representing, or incurred to finance, refinance or refund, the cost of such construction or improvement; provided that (a) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost and (b) such Lien does not extend to or cover any Principal Property other than such unimproved real property and any improvements thereon or rights appurtenant thereto constructed or improved in such transaction; (7) Liens in favor of, or required by, any governmental authority; (8) pledges or deposits securing Indebtedness incurred in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing Indebtedness to insurance carriers under insurance or self-insurance arrangements or other pledges or deposits in the ordinary course of the insurance business of a Material Subsidiary of the Company that is a licensed insurance company, including, without limitation, those relating to the insurance or reinsurance operations of such Material Subsidiaries and those relating to the requirement to create "separate accounts"; (9) Liens securing Indebtedness incurred in connection with taxes not yet due or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP; (10) Liens securing any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements) of Indebtedness of the Company or any Material Subsidiary which is outstanding on March 31, 1993; provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at March 31, 1993; and (11) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (1) through (10), inclusive; provided, however, that such extension, renewal, substitution or replacement shall be limited to all or part of the Principal Property which secured the Lien so extended, renewed, substituted or replaced (plus improvements on such Principal Property). (b) Notwithstanding the foregoingprovisions of subsection (a) of this Section 3.10, transactions such as the sale Company or any Material Subsidiary may (including any forward salewithout equally and ratably securing the Securities) issue, assume or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or guarantee secured Indebtedness which would otherwise be subject to the foregoing Lien restrictions in an aggregate amount which, together with all other such thatsecured Indebtedness of the Company and its Material Subsidiaries (that is, not including secured Indebtedness of the purchaser will realize therefrom a specified amount Company and its Material Subsidiaries permitted in accordance with Section 3.10(a)) and all Attributable Debt in respect of money or a specified rate of return Sale and Lease-Back Transactions existing at such time (however determinedother than Sale and Lease-Back Transactions permitted in accordance with Section 3.11(a)), or a specified amount does not at the time exceed 15% of such oiltotal shareholders' equity in the Company and its consolidated Subsidiaries, gas, minerals, or other resources of a primary nature, or (ii) any other interest as shown on the audited consolidated balance sheet contained in property the latest annual report to shareholders of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the SecuritiesCompany.

Limitation on Liens. So long as any Securities are Outstanding and subject to For the terms benefit of this Indenturethe Notes, the Corporation Company will not, and nor will not the Company permit any of its Restricted Subsidiaries Manufacturing Subsidiary to, create, incur, issue or assume or otherwise have outstanding any Lien securing Debt secured by a Mortgage upon any indebtedness for borrowed money or interest thereon (Principal Domestic Manufacturing Property of the Company or any liability Manufacturing Subsidiary or upon any shares of stock or indebtedness of any Manufacturing Subsidiary (whether such Principal Domestic Manufacturing Property, shares of stock or indebtedness are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance or assumption of any such Debt that the Notes (together with, if the Company shall so determine, any other indebtedness of the Corporation Company or such Restricted Subsidiaries under any guarantee Manufacturing Subsidiary ranking equally with the Notes and then existing or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are thereafter 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 all other Debt of the Company and its Manufacturing Subsidiaries which (if originally issued or assumed at such time) would otherwise be subject to the foregoing restrictions, but not including Debt permitted to be secured under clauses (i) through (vii) of the immediately following paragraph, does not at the time exceed 15% of the Consolidated Tangible Assets of the Company. The above restrictions shall not apply to Debt secured by: (i) Mortgages on property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (ii) Mortgages on property existing at the time of acquisition thereof or to secure the payment of all or any part of the purchase or construction price of property, or to secure Debt incurred for the purpose of financing all or part of the purchase or construction price of property or the cost of improvements on property, which Debt is incurred prior to, at the time of, or within 180 days after the later of such acquisition or completion of such improvements or construction or commencement of full operation of such property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to the Company or to another Manufacturing Subsidiary; (iv) Mortgages on property of a corporation existing at the time such corporation is merged or consolidated with the Company or a Manufacturing Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Company or a Manufacturing Subsidiary; (v) Mortgages 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 the cost of construction or improvement of the property subject to such other indebtedness Mortgages (including, without limitation, Mortgages incurred in connection with pollution control, industrial revenue or liabilitysimilar financing); (vi) Mortgages existing on May 7, except 2025; or (vii) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in the foregoing clauses (i) to (vi) or in this clause (vii); provided, however, that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money Debt secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does thereby shall not exceed 10% the principal amount of Debt 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 Corporation’s Consolidated Net Tangible Assets. Notwithstanding property which secured the foregoingMortgage so extended, transactions renewed or replaced (plus improvements on such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determinedproperty), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, assume or otherwise have outstanding permit to exist (upon the happening of a contingency or otherwise) any Lien securing on or with respect to any indebtedness for borrowed money Property or interest thereon asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Company or any liability such Restricted Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits (unless it makes, or causes to be made, effective provision whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured, such security to be pursuant to an agreement reasonably satisfactory to the Required Holders (referred to as “Equally and Ratably Secured”) and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of the Corporation Notes may be entitled under applicable law, of an equitable Lien on such Property), except: (a) Standard Permitted Liens; (b) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with any letter of intent or purchase agreement entered into in connection with a Permitted Acquisition; (c) Liens on cash or Cash Equivalents securing reimbursement obligations with respect to any standby letter of credit entered into in the ordinary course of business; provided that the aggregate stated amount of such letters of credit at any time outstanding shall not exceed U.S. $35,000,000; (d) Liens solely on the assets of the Cliffs Sonoma Entities in favor of the Cliffs Sonoma Entities’ joint venture partners in Sonoma; provided, that such Liens shall secure only amounts owed by Sonoma and the Cliffs Sonoma Entities to such joint venture partners; (e) Liens with respect to other obligations that do not in the aggregate exceed U.S. $10,000,000 at any time outstanding, provided that no such Liens may secure any Indebtedness under the Bank Credit Agreement unless the Notes are Equally and Ratably Secured; (f) any Lien in existence on the Closing Date and set forth on Schedule 10.4, any continuation or extension thereof or any Lien granted as a replacement or substitute therefor; provided that any such continued, extended, replacement or substitute Lien (i) does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Closing Date, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, and (ii) does not encumber any Property other than the Property subject thereto on the Closing Date and any products or proceeds thereof to the extent covered by such Lien; (g) Liens incurred after the Closing Date given to secure (i) purchase money Indebtedness of the Company or Restricted Subsidiaries, including any such Indebtedness assumed in connection with a Permitted Acquisition, (ii) Capital Lease Obligations of the Company or Restricted Subsidiaries, including any such obligations assumed in connection with a Permitted Acquisition, and (iii) Indebtedness of the Company or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (such Indebtedness under this clause (iii) is referred to as “Project Indebtedness”), including any Project Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on such assets before the acquisition thereof, and any refinancings of any such Project Indebtedness; provided that, with respect to Project Indebtedness permitted by clause (iii) of this Section, (w) such Project Indebtedness is initially incurred before or within 180 days after such acquisition or the completion of such construction or improvement, (x) such Project Indebtedness shall be secured only by the Property acquired, constructed or improved in connection with the incurrence of such Project Indebtedness, (y) with respect to such Project Indebtedness assumed in connection with a Permitted Acquisition, the amount of such Project Indebtedness shall not exceed 60% of the Total Consideration paid in connection with such Permitted Acquisition, and (z) with respect to Project Indebtedness incurred to finance the acquisition of any fixed or capital assets, such Project Indebtedness shall constitute not less than 80% of the aggregate consideration paid with respect to such Property; provided further that, with respect to Indebtedness described in clauses (i) and (ii) above, no such Lien shall extend to or cover other Property of the Company or such Restricted Subsidiaries under Subsidiary other than the respective Property so acquired, and the principal amount of Indebtedness secured by any guarantee such Lien shall at no time exceed the purchase price of such Property, as reduced by repayments of principal thereon; (h) Liens securing Indebtedness of a Restricted Subsidiary to the Company or endorsement to a Restricted Subsidiary; (i) any Lien existing on property of a Person immediately prior to its being consolidated with or merged into the Company or a Restricted Subsidiary or its becoming a Restricted Subsidiary (other instrument under which than pursuant to Section 9.6), or any Lien existing on any property acquired by the Corporation Company or any Restricted Subsidiary at the time such property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that (i) no such Lien shall have been created or assumed in contemplation of such consolidation or merger or such Person’s becoming a Restricted Subsidiaries are contingently liableSubsidiary or such acquisition of property, either directly (ii) each such Lien shall extend solely to the item or indirectlyitems of property so acquired and, for borrowed money or interest thereon)if required by the terms of the instrument originally creating such Lien, other than Permitted Liensproperty which is an improvement to or is acquired for specific use in connection with such acquired property, without also simultaneously or prior thereto securing, or causing and (iii) at the time of such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are secured equally incurrence and ratably with or prior to such other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, no Default or Event of Default would exist; (j) any extensions, renewals or replacements of any Lien permitted by the preceding subparagraphs (g) and (i) of this Section 10.4, provided that (i) no additional property shall be encumbered by such Liens, (ii) the unpaid principal amount of indebtedness for borrowed money the Indebtedness or other obligations secured by ▇▇▇▇▇ created, incurred thereby shall not be increased on or assumed after the date hereof of any extension, renewal or replacement, and otherwise prohibited by this Indenture does (iii) at such time and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (k) other Liens securing Indebtedness of the Company and its Restricted Subsidiaries; provided that the aggregate amount of all secured Indebtedness of the Company and its Restricted Subsidiaries, plus the Indebtedness of Non-Guarantor Subsidiaries under Section 10.3(h) shall not exceed 1020% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding Worth as measured as of the foregoing, transactions such as end of the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, most recently completed fiscal quarter prior to the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount incurrence of such oil, gas, minerals, or other resources of a primary nature, or (ii) Indebtedness; and provided further that no such Liens may secure any other interest in property of Indebtedness under the character commonly referred to as a “production payment”, will not constitute a Lien Bank Credit Agreement unless the Notes are Equally and will not result in the Corporation or a Restricted Subsidiary being required to secure the SecuritiesRatably Secured.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and (a) The Company will not permit any of its Restricted Subsidiaries to, create, incurissue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for borrowed money (referred to in this Section 9.9 as "indebtedness", which term shall not include any guarantee, cash deposit or interest thereon other recourse obligation in connection with the sale, securitization or discount by the Company of finance or accounts receivable, trade acceptances or other paper arising in the ordinary course of its business) secured by a mortgage, security interest, pledge or lien (referred to in this Section 9.9 as a "mortgage" or "mortgages") of or upon any liability property of the Corporation Company whether such property is owned at the date of this Indenture or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liensthereafter acquired, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that making effective provision whereby the Securities are (together with, if the Company shall so determine, any other indebtedness issued, assumed or guaranteed by the Company and then existing or thereafter created) shall be secured by such mortgage equally and ratably with or (or, at the option of the Company, prior to to) such other indebtedness, so long as such indebtedness or liabilityshall be so secured; provided, except however, that the Corporation foregoing shall not apply to any of the following: (1) mortgages of or upon any property (including, without limitation, inventory) acquired, constructed or improved by, or of or upon any shares of capital stock or indebtedness acquired by, the Company after the date of this Indenture (A) to secure the payment of all or any part of the purchase price of such property, shares of capital stock or indebtedness upon the acquisition thereof by the Company, or (B) to secure any indebtedness issued, assumed or guaranteed by the Company prior to, at the time of, or within 360 days after (i) in the case of property, the latest of the acquisition, completion of construction (including any improvements on existing property) and its Restricted Subsidiaries may incur commencement of commercial operation of such property, or (ii) in the case of shares of capital stock or indebtedness, the acquisition of such shares of capital stock or indebtedness, which indebtedness is issued, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, shares of capital stock or indebtedness and, in the case of property, the cost of construction thereof or improvements thereon, provided, however, that in the case of any such acquisition, construction or improvement of property, the mortgage shall not apply to any property, shares of capital stock or indebtedness theretofore owned by the Company other than, in the case of any such acquisition, construction or improvement, (x) any real property on which the property so acquired or constructed or the improvement is located, or (y) any real property to which the property so acquired or constructed or the improvement attaches or is affixed; (2) mortgages of or upon any property, shares of capital stock or indebtedness, which mortgages exist at the time of acquisition of such property, shares or indebtedness by the Company; (3) mortgages of or upon any property of a Lien corporation, which mortgages exist at the time such corporation is merged with or into or consolidated with the Company or which mortgages exist at the time of a sale or transfer of the properties of a corporation as an entirety or substantially as an entirety to the Company; (4) mortgages to secure indebtedness of the Company to any Subsidiary; provided, however, that the money borrowed by the Company from such Subsidiary that constitutes such indebtedness arose from the internal operations of such Subsidiary; (5) mortgages 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 political subdivision to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred, assumed or guaranteed for borrowed money the purpose of financing or refinancing all or any part of the purchase price of the property, shares of capital stock or indebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages (including, without securing limitation, mortgages incurred in connection with pollution control, industrial revenue or similar financings); (6) mortgages on properties financed through tax-exempt municipal obligations, provided that such mortgages are limited to the Securities ifproperty so financed; (7) mortgages existing on the date of execution of this Indenture; (8) mortgages of or upon any grain inventory to secure any indebtedness incurred, after giving effect theretoassumed or guaranteed by the Company; (9) mortgages of or upon any equity or other interest in the Trinidad Venture to facilitate the availability of political risk insurance and/or to secure any indebtedness in connection with or relating to the Trinidad Venture; and (10) any extension, renewal, substitution, refinancing, refunding or replacement (or successive extensions, renewals, substitutions, refinancings, refundings or replacements) (each a "refinancing") in whole or in part of any mortgage existing at the date of the Indenture or any mortgage referred to in the foregoing clauses (1) through (9), inclusive, provided, however, that the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does thereby shall not exceed 10% the principal amount of indebtedness so secured at the time of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding refinancing plus the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified aggregate amount of money premiums, other payments, costs and expenses required to be paid or incurred in connection with the refinancing, and that the refinancing shall be limited to all or a specified rate part of return the property (however determinedplus improvements and construction on such property), shares of capital stock or a specified amount of such oilindebtedness which was subject to the mortgage so extended, gasrenewed, mineralssubstituted, refinanced, refunded or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiesreplaced.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume or otherwise have outstanding suffer to exist any Lien securing of any indebtedness for borrowed money or interest thereon kind (or any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens) on or with respect to any of its property or assets including any shares of stock or indebtedness of any Subsidiary, without also simultaneously whether owned at the date of the Indenture or prior thereto securingthereafter acquired, or causing any income, profits or proceeds therefrom, or assign or otherwise convey any right to receive income thereon. (a) The Company will not, and will not permit any Subsidiary to, directly or indirectly engage in any Asset Sale involving assets unless (i) the consideration received by the Company or such Restricted Subsidiaries Subsidiary for such Asset Sale is not less than the Fair Market Value of the assets sold (as determined by the Board of Directors of the Company, whose determination shall be conclusive and evidenced by a Board Resolution) and (ii) the consideration received by the Company or the relevant Subsidiary in respect of such Asset Sale consists of at least 75% cash or Cash Equivalents. (b) If the Company or any Subsidiary engages in an Asset Sale, the Company may use the Net Cash Proceeds thereof, within 12 months after such Asset Sale, to secure(i) repay permanently any then outstanding senior Indebtedness of the Company or Indebtedness of any Subsidiary, indebtedness (ii) invest (or enter into a legally binding agreement to invest) in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in businesses of the Company or its Subsidiaries, as the case may be, existing on the Issue Date or reasonably related thereto or involving outsourcing for the air cargo industry ("Replacement Assets"), or (iii) a combination of repayment and investment permitted by the foregoing clauses (b)(i) and (b)(ii). If any such legally binding agreement to invest such Net Cash Proceeds is terminated, then the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clauses (i), (ii) (without regard to the parenthetical contained in such clause (ii)) or (iii) above. Pending the final application of any such Net Cash Proceeds, the Company or such Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. The amount of such Net Cash Proceeds not so used as set forth above in this Indenture so paragraph (b) constitutes "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall, within 25 business days, make an offer to purchase (an "Excess Proceeds Offer") from the holders of Securities, on a pro rata basis, in accordance with the procedures set forth below, the maximum principal amount of Securities that may be purchased with the Securities are secured equally and ratably with or prior Excess Proceeds. The offer price as to such other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien each Note shall be payable in cash in an amount equal to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, 100% of the principal amount of indebtedness such Note (as adjusted for borrowed money secured by ▇▇▇▇▇ createdany prepayment of principal of the Securities), incurred or assumed after plus accrued interest, if any (the "Offered Price"), to the date hereof such Excess Proceeds Offer is consummated. To the extent that the adjusted aggregate principal amount of Securities tendered pursuant to an Excess Proceeds Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. If the aggregate principal amount of Securities validly tendered and otherwise prohibited not withdrawn by this Indenture does not exceed 10% holders thereof exceeds the Excess Proceeds, Securities to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the Corporation’s Consolidated Net Tangible Assets. amount of Excess Proceeds shall be reset to zero. (d) Notwithstanding the foregoing, transactions such as the sale Company and its Subsidiaries will be permitted to consummate an Asset Sale without complying with paragraphs (including any forward salea) or other transfer of: and (b) above to the extent (i) oil, gas, minerals or other resources at least 75% of a primary nature, whether in place or when produced, the consideration for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or Asset Sale constitutes Replacement Assets and/or Cash Equivalents and (ii) such Asset Sale is for Fair Market Value; provided, however, that any other interest consideration not constituting Replacement Assets received by the Company or any Subsidiary in property connection with any Asset Sale permitted to be consummated under this para- -41- 48 graph shall constitute Net Cash Proceeds subject to the provisions of paragraphs (a) and (b) above. (e) If the Company becomes obligated to make an Excess Proceeds Offer pursuant to clause (c) above, the Securities shall be purchased by the Company, at the option of the character commonly referred holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to holders, or such later date as a “production payment”may be necessary for the Company to comply with the requirements under the Exchange Act, will not constitute a Lien and will not result subject to proration in the Corporation or a Restricted Subsidiary being event the amount Excess Proceeds is less than the aggregate Offered Price of all Securities tendered. (f) The Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, in connection with an Excess Proceeds Offer and shall not be deemed in violation of this covenant by reason of any action required to secure be taken to effect such compliance. To the Securitiesextent that the provisions of any securities laws or regulations conflict with this Section 4.8, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.8 by virtue thereof.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Issuer will notnot itself, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed money or interest thereon (or any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement other indebtedness evidenced by notes, bonds, debentures or other instrument under which similar evidences of indebtedness for money borrowed (hereinafter in this Section and in Section 3.5 called "Debt") secured by pledge of, or mortgage, deed of trust or other lien on, the Corporation whole or any part of its, or any such Restricted Subsidiaries are contingently liableSubsidiary's, either directly as the case may be, undertakings, assets (including shares of stock or indirectlyDebt) or revenues, for borrowed money present or interest thereonfuture (such pledges, mortgages, deeds of trust and other liens being hereinafter in this Section and in Section 3.5 called "Mortgage" or "Mortgages"), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so effectively providing that the Securities are of all series (together with, if the Issuer shall so determine, any other Debt of the Issuer or such Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ createdDebt which would otherwise be prohibited, incurred or assumed after plus all Attributable Debt of the date hereof Issuer and its Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.5) which would otherwise be prohibited by this Indenture does Section 3.5 would not exceed 10the greater of (i) U.S.$750,000,000 or (ii) the sum of 15% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; provided, that this Section shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Mortgages on property of, or on any shares of stock or Debt of, any corporation existing at the foregoingtime such corporation becomes a Subsidiary; (b) Mortgages to secure indebtedness of any Subsidiary to the Issuer or to another Subsidiary; (c) Mortgages for taxes, transactions such as the sale (including any forward sale) assessments or other transfer of: governmental charges or levies in each case (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, not then due and delinquent or (ii) the validity of which is being contested in good faith by appropriate proceedings, and materialmen's, mechanics', carriers', workmen's, repairmen's, landlord's or other like Mortgages, or deposits to obtain the release of such Mortgages; (d) Mortgages arising under an order of attachment or distraint or similar legal process so long as the execution or enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith; (e) Mortgages to secure public or statutory obligations or to secure payment of workmen's compensation or to secure performance in connection with tenders, leases of real property, bids or contracts or to secure (or in lieu of) surety or appeal bonds and Mortgages made in the ordinary course of business for similar purposes; (f) Mortgages on property (including any other interest lease which should be capitalized on the lessee's balance sheet in property accordance with generally accepted accounting principles), shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation or through purchase or transfer of the character commonly referred to properties of a corporation as a “production payment”, will not constitute a Lien and will not result in the Corporation an entirety or a Restricted Subsidiary being required substantially as an entirety) or to secure the Securitiespayment of all or any part of the purchase price or construction cost or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within one year after, the acquisition of such property or shares or Debt or the completion of any such construction (including any improvements on an existing property) or the commencement of commercial operation of such property, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; (g) Mortgages to secure guarantees arising in connection with the sale, discount, guarantee or pledge of notes, chattel mortgages, leases, accounts receivable, trade acceptances and other paper arising, in the ordinary course of business, out of installment or conditional sales to or by, or transactions involving title retention with, distributors, dealers or other customers, or merchandise, equipment or services; (h) Mortgages existing at the date of this Indenture; and (i) Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (a) to (h), inclusive; provided, that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by such Mortgage at such time is not increased.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any Restricted Subsidiary to, create or suffer to exist any Lien, assignment or transfer upon or of any of its Restricted Subsidiaries toproperties or its assets, createwhether real, incurpersonal or intangible, assume and now owned or otherwise have outstanding any Lien securing hereafter acquired, to secure any indebtedness for money borrowed money without making effective provision whereby all of the Securities shall be directly secured equally and rateably with the indebtedness secured by such Lien, assignment or interest thereon transfer; excluding, however, from the operation of the foregoing provision: (1) Liens (which term for purposes of this Section 1008 shall include conditional sale agreements or other title retention agreements and leases in the nature of title retention agreements) upon the property acquired, or Liens existing in such property at the time of acquisition thereof, or, in the case of any corporation or other entity which hereafter becomes a Subsidiary, Liens upon or in its property, existing at the time such corporation or other entity becomes a Subsidiary, provided, that no such Lien extends or shall extend to or cover any property of the Company or any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon)Subsidiary, other than Permitted Liensthe property or Subsidiary, without also simultaneously as the case may be, then being acquired, including fixed improvements then or prior thereto securingthereafter to be erected upon any such property being acquired; (2) Liens created by any Restricted Subsidiary as security for Debt owing to the Company or any other Restricted Subsidiary. (3) with respect to any series of Securities, or causing Liens existing on the date of issuance of such Restricted Subsidiaries to secureseries; (4) Liens otherwise prohibited by this covenant securing Debt which, indebtedness under this Indenture so that together with the Securities are secured equally and ratably with or prior to such aggregate outstanding principal amount of all other indebtedness or liability, except that Debt of the Corporation Company and its Restricted Subsidiaries may incur a Lien which is secured by Liens that would otherwise be prohibited by this covenant and the Attributable Debt of Sale and Leaseback Transactions effected in accordance with this clause (4), does not exceed the greater (A) $50,000,000 and (B) 15% of Consolidated Net Tangible Assets; (5) Liens resulting from the deposit of funds or evidences of indebtedness in trust for the purpose of defeasing indebtedness of the Company or any of its Subsidiaries; (6) Liens securing obligations pursuant to secure indebtedness for borrowed money without securing hedging transactions, including rate swaps, basis swaps, forward rate transactions, commodity swaps and options, foreign exchange transaction, cap, collar and floor transactions, currency swap transactions and the Securities iflike ("Hedging Obligations"); and (7) any extension, after giving effect theretorenewal or refunding of any Liens referred to in the foregoing clauses; provided, however, that in the case of this clause (7), the principal amount of indebtedness for borrowed money Debt secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does thereby shall not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified principal amount of money Debt, plus any premium or a specified rate of return (however determined)fee payable in connection with any such extension, renewal, replacement or a specified amount refunding, so secured at the time of such oilextension, gasrenewal, minerals, replacement or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiesrefunding.

Limitation on Liens. So long as any Securities are Outstanding The provisions of Section 1006 of the Base Indenture, and subject solely with respect to the terms Notes (and, for avoidance of this Indenturedoubt, not with respect to any other series of Securities issued pursuant to the Corporation will Base Indenture on or prior to the date hereof), is hereby amended and restated in its entirety as follows: “The Company shall not, and will shall not permit any of its Restricted Subsidiaries Significant Subsidiary to, create, incur, issue or assume or otherwise have outstanding any Indebtedness secured by any Lien securing on any indebtedness for borrowed money or interest thereon property without, in any such case, effectively providing that the Notes (together with, if the Company shall so determine, any other Indebtedness of the Company or any liability of the Corporation Significant Subsidiary then existing or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are thereafter created) shall be secured equally and ratably with or prior to such other indebtedness or liabilitysecured Indebtedness, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Indebtedness shall be so secured, unless, after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money all such secured Indebtedness then outstanding would not exceed an amount equal to the greater of (i) U.S.$4,030.00 million and (ii) 16% of Consolidated Tangible Assets less, in each case, the aggregate amount of Attributable Debt of the Company and its Significant Subsidiaries in respect of Sales and Leasebacks then outstanding pursuant to Section 1007(a); provided, however, that nothing contained in this Section 1006 shall prevent or restrict Indebtedness secured by: (a) any Lien existing on any property prior to the acquisition thereof by ▇▇▇▇▇ createdthe Company or any of its Significant Subsidiaries, or any Lien arising after such acquisition pursuant to contractual commitments entered into prior to such acquisition and not in contemplation thereof; (b) any Lien on any property securing Indebtedness incurred or assumed for the purpose of financing the purchase price thereof or the cost of construction, improvement or repair of all or any part thereof; provided that such Lien attaches to such property within 12 months after the date hereof acquisition thereof or completion of construction, improvement or repair thereof and otherwise prohibited by this Indenture does not exceed 10% attach to any other property; (c) any Lien existing on any property of any Subsidiary prior to the time such Subsidiary becomes a Subsidiary of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding Company or any Lien arising after such time pursuant to contractual commitments entered into prior to and not in contemplation thereof; (d) any Lien on any property securing Indebtedness owed by a Subsidiary to the foregoing, transactions such as Company or to another Subsidiary; (e) any Lien existing on the sale date hereof; ​ (including f) any forward sale) Lien resulting from the deposit of funds or other transfer of: evidence of Indebtedness in trust for the purpose of defeasing any Indebtedness of the Company or any Subsidiary of the Company; (g) any (i) oilLien for taxes, gasassessments and other governmental charges and (ii) attachment or judgment Liens, minerals in each case, the payment of which is being contested in good faith by appropriate proceedings for which such reserves or other resources appropriate provision, if any, as may be required by IFRS shall have been made; (h) Liens on accounts receivable, inventory, or bottles and cases to secure working capital or revolving credit debt incurred in the ordinary course of business; (i) Liens resulting from a direct or indirect pledge of any or all of the Company’s shares in Heineken N.V. or Heineken Holdings N.V. or any holding company the principal assets of which consist of such shares; (j) any Liens on real estate related to retail or commercial locations operated by the Company or its subsidiaries that is contributed to a trust (a “Real Estate Trust”); and (k) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness described in subsections (a) through (g) of this Section 1006; provided, that the aggregate principal amount of such Indebtedness is not increased and such Lien does not extend to any additional property. For purposes of this Section 1006, the giving of a primary natureguarantee which is secured by a Lien on any property, whether in place or when producedand the creation of a Lien on any property to secure Indebtedness which existed prior to the creation of such Lien, for a period shall be deemed to involve the creation of time until, or secured Indebtedness in an amount equal to the principal amount guaranteed or secured by such that, Lien; but the purchaser will realize therefrom a specified amount of money Indebtedness secured by Liens on properties shall be computed without cumulating the underlying Indebtedness with any guarantee thereof or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of Lien securing the character commonly referred to as a “production paymentsame.”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any of its Restricted Subsidiaries Principal Subsidiary to, createcreate or suffer to exist any Lien to secure any Indebtedness of the Company or any Subsidiary upon any Principal Property, incuror upon shares of capital stock or evidences of Indebtedness issued by any Principal Subsidiary and owned by the Company or any Principal Subsidiary, assume whether owned at the date of this Indenture or thereafter acquired, without making, or causing such Principal Subsidiary to make, effective provision to secure all of the Securities from time to time Outstanding by such Lien, equally and ratably with any and all other Indebtedness thereby secured, so long as such Indebtedness shall be so secured. The foregoing restrictions shall not apply to Indebtedness secured by Liens existing on the date of this Indenture or to any of the following: (1) Liens on any property existing at the time of the acquisition thereof; (2) Liens on property of a corporation existing at the time such corporation is merged into, consolidated with or acquired by the Company or a Principal Subsidiary or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) as an entirety or substantially as an entirety to the Company or a Principal Subsidiary, provided that such Lien as a result of such merger, consolidation, acquisition, sale, lease or other disposition is not extended to property owned by the Company or such Principal Subsidiary immediately prior thereto; (3) Liens on property of a corporation existing at the time such corporation becomes a Principal Subsidiary; (4) Liens securing Indebtedness of a Principal Subsidiary to the Company or to another Principal Subsidiary; (5) Liens to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure Indebtedness incurred to provide funds for any such purpose (including purchase money security interest or money mortgage on real or personal property), provided that the commitment of the creditor to extend the credit secured by any such Liens shall have been obtained not later than twenty-four months after the later of (a) the completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property or of such property as so construed, developed or improved; (6) Liens on any property created, assumed or otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon (or any liability brought into existence in contemplation of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement sale or other instrument under which disposition of the Corporation or such Restricted Subsidiaries are contingently liableunderlying property, either whether directly or indirectly, for borrowed money by way of share disposition or interest thereon), other than Permitted Liens, otherwise; provided that the Company must have disposed of such property within 180 days from the creation of such Liens and any Indebtedness secured by such Liens shall be without also simultaneously recourse to the Company or prior thereto securingany Subsidiary; (7) Liens in favor of the United States of America or any State thereof, or causing such Restricted Subsidiaries to secureany department, indebtedness under this Indenture so that the Securities are secured equally and ratably with agency or prior to such other indebtedness instrumentality or liabilitypolitical subdivision thereof, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing partial, progress, advance or other payments; (8) Liens to secure Indebtedness on any Principal Property of joint ventures which constitute Principal Subsidiaries in which the Securities ifCompany or a Principal Subsidiary has an interest, after giving effect theretoto the extent such Liens are on property or assets of, or equity interests in, such joint ventures; and (9) any extension, renewal or replacement or refunding of any Lien existing on the date of the Indenture or referred to in clauses (1) to (3) or (5); provided, however, that the principal amount of indebtedness for borrowed money Indebtedness secured thereby and not otherwise authorized by ▇▇▇▇▇ createdclauses (1) to (3) or (5), incurred shall not exceed the principal amount of Indebtedness, plus any premium or assumed after fee payable in connection with any such extension, renewal, replacement, or refunding, so secured at the date hereof time such extension, renewal, replacement or refunding. Notwithstanding the foregoing, the Company and its Principal Subsidiaries may create or suffer to exist Liens which would otherwise be prohibited by this Indenture Section 1007 securing Indebtedness in an aggregate amount which, together with all outstanding Attributable Value of all Sale and Lease-Back Transactions permitted by the last paragraph of Section 1008 and all Indebtedness secured by Liens permitted pursuant to this paragraph, does not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property Assets of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the SecuritiesCompany.

Limitation on Liens. So long as any Securities are Outstanding and subject to For the terms benefit of this Indenturethe Notes, the Corporation Company will not, and nor will not the Company permit any of its Restricted Subsidiaries Manufacturing Subsidiary to, create, incur, issue or assume or otherwise have outstanding any Lien securing Debt secured by a Mortgage upon any indebtedness for borrowed money or interest thereon (Principal Domestic Manufacturing Property of the Company or any liability Manufacturing Subsidiary or upon any shares of stock or indebtedness of any Manufacturing Subsidiary (whether such Principal Domestic Manufacturing Property, shares of stock or indebtedness are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance or assumption of any such Debt that the Notes (together with, if the Company shall so determine, any other indebtedness of the Corporation Company or such Restricted Subsidiaries under any guarantee Manufacturing Subsidiary ranking equally with the Notes and then existing or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are thereafter 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 all other Debt of the Company and its Manufacturing Subsidiaries which (if originally issued or assumed at such time) would otherwise be subject to the foregoing restrictions, but not including Debt permitted to be secured under clauses (i) through (vii) of the immediately following paragraph, does not at the time exceed 15% of the Consolidated Tangible Assets of the Company. The above restrictions shall not apply to Debt secured by: (i) Mortgages on property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (ii) Mortgages on property existing at the time of acquisition thereof or to secure the payment of all or any part of the purchase or construction price of property, or to secure Debt incurred for the purpose of financing all or part of the purchase or construction price of property or the cost of improvements on property, which Debt is incurred prior to, at the time of, or within 180 days after the later of such acquisition or completion of such improvements or construction or commencement of full operation of such property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to the Company or to another Manufacturing Subsidiary; (iv) Mortgages on property of a corporation existing at the time such corporation is merged or consolidated with the Company or a Manufacturing Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Company or a Manufacturing Subsidiary; (v) Mortgages 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 the cost of construction or improvement of the property subject to such other indebtedness Mortgages (including, without limitation, Mortgages incurred in connection with pollution control, industrial revenue or liabilitysimilar financing); (vi) Mortgages existing on August 2, except 2022; or (vii) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in the foregoing clauses (i) to (vi) or in this clause (vii); provided, however, that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money Debt secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does thereby shall not exceed 10% the principal amount of Debt 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 Corporation’s Consolidated Net Tangible Assets. Notwithstanding property which secured the foregoingMortgage so extended, transactions renewed or replaced (plus improvements on such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determinedproperty), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding guarantee any Lien securing any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt"), secured by pledge of, or interest thereon (mortgage or other lien on, any Principal Property owned by the Company or any liability Restricted Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary (pledges, mortgages and other liens being hereinafter in this Article called "Mortgage" or "Mortgages"), without effectively providing that the Outstanding Securities (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Securities) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed after Debt plus all Attributable Debt of the date hereof Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) and otherwise prohibited by this Indenture does not exceed 10% by (1) Mortgages on property of, or on any shares of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (2) Mortgages in favor of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding Company or any Restricted Subsidiary; (3) Mortgages in favor of the foregoingUnited States of America, transactions such as or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; (4) Mortgages on property, shares of stock or Debt existing at the sale time of acquisition thereof (including any forward saleacquisition through merger or consolidation) or other transfer to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of: , or within 120 days after, the acquisition of such property or shares or Debt or the completion of any such construction for the purpose of financing all or any part of the purchase price or construction cost thereof; and (5) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (1) to (4), inclusive; provided, that (i) oilsuch extension, gas, minerals renewal or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money replacement Mortgage shall be limited to all or a specified rate part of return the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (however determined), or a specified amount of plus improvements on such oil, gas, minerals, or other resources of a primary nature, or property) and (ii) any other interest in property of the character commonly referred to as a “production payment”, will Debt secured by such Mortgage at such time is not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiesincreased.

Limitation on Liens. So (a) Neither the Company nor any Restricted Subsidiary will Incur any Debt secured by a Lien on any Property of the Company or any Restricted Subsidiary, or on shares of Capital Stock or Debt issued by any Restricted Subsidiary and owned by the Company or any Restricted Subsidiary, whether the Property, shares of Capital Stock or Debt were owned on the Issue Date or acquired after the Issue Date, without providing that (i) in the case of Liens securing Debt that is expressly subordinated in right of payment to, the Notes (and, in the case of a Restricted Subsidiary that is a Guarantor, its Guarantee) will be concurrently secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens and (ii) in all other cases, the Notes (and, in the case of a Restricted Subsidiary that is a Guarantor, its Guarantee) will be concurrently secured equally and ratably with (or, at the Company’s option, prior to) all other Debt also secured so long as any Securities are Outstanding and subject such Debt is secured. Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien will be automatically and unconditionally released and discharged upon release and discharge of the initial Lien. (b) The provisions of Section 4.12(a) will not apply to: (1) Liens existing on the Issue Date; (2) Liens securing Debt in respect of Capital Lease Obligations, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets, provided that (i) the aggregate outstanding principal amount of all such Debt outstanding at the time of, and immediately after giving effect to, the incurrence thereof, shall not exceed the greater of (A) $650,000,000 and (B) 25.0% of Consolidated Net Worth as of the end of the Applicable Period; and (ii) such Debt when incurred shall not exceed the purchase price of the asset(s) financed; provided, further, that (i) such Liens do not at any time encumber any property other than the property financed by such Debt and the products and proceeds thereof and (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (a) Liens for Taxes, assessments or charges of any Governmental Authority or claims not yet due (or, if failure to pay prior to delinquency but after the due date does not result in additional amounts being due, which are not yet delinquent) or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with the provisions of GAAP or equivalent accounting standards in the country of organization, (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, customs and revenue authorities and other Liens imposed by law and created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with the provisions of GAAP, (c) Liens (other than any Lien imposed under ERISA) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds and Liens securing obligations under indemnity agreements for surety bonds) or other Liens in connection with workers’ compensation, unemployment insurance and other types of social security benefits, (d) Liens consisting of any right of offset, or any statutory or consensual banker’s lien, on bank deposits or securities accounts maintained in the ordinary course of business so long as such bank deposits or securities accounts are not established or maintained for the purpose of providing such right of offset or banker’s lien, (e) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded), which do not interfere materially and adversely with the ordinary conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, (f) building restrictions, zoning laws, entitlements, conservation and environmental restrictions and other similar statutes, law, rules, regulations, ordinances and restrictions, now or at any time hereafter adopted by any Governmental Authority having jurisdiction, (g) Liens in connection with sales of receivables in connection with energy service company projects, (h) licenses, sublicenses, leases or subleases granted to third parties and not interfering in any material respect with the ordinary conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, (i) any (A) interest or title of a lessor or sublessor under any lease not prohibited by this Indenture, (B) Lien or restriction that the Corporation will notinterest or title of such lessor or sublessor may be subject to, or (C) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding subclause (B), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease, (j) Liens in favor of customs and will revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods, (k) Liens in favor of United States or Canadian Governmental Authorities on deposit accounts in connection with auctions conducted on behalf of such Governmental Authorities in the ordinary course of business; provided that such Liens apply only to the amounts actually obtained from auctions conducted on behalf of such Governmental Authorities, (l) the reservations, limitations, provisos and conditions expressed in any original grants from the Crown in right of Canada of real or immoveable property, which do not permit materially impair the use of the affected land for the purpose used or intended to be used by that Person and (m) any security interest for the purposes of Section 12(3) of the Personal Property Securities Act 2009 (Cth) that does not secure payment or performance of an obligation; (4) any attachment or judgment Lien not otherwise constituting an Event of Default (under clause (6) of the definition thereof) in existence less than sixty (60) days after the entry thereof or with respect to which (i) execution has been stayed, (ii) payment is covered in full by insurance, or (iii) the Company or any of its Restricted Subsidiaries toshall in good faith be prosecuting an appeal or proceedings for review and shall have set aside on its books such reserves as may be required by GAAP with respect to such judgment or award; (5) Liens (i) on assets of any Restricted Subsidiary which are in existence at the time that such Restricted Subsidiary is acquired after the Issue Date, create, incur, assume or otherwise have outstanding any Lien securing any indebtedness for borrowed money or interest thereon and (ii) on assets of the Company or any liability Restricted Subsidiary which are in existence at the time that such assets are acquired after the Issue Date; provided that such Liens (A) are not incurred or created in anticipation of such transaction and (B) attach only to the acquired assets or the assets of such acquired Restricted Subsidiary and the proceeds and products of such assets (and the proceeds and products thereof); (6) Liens securing bilateral letter of credit facilities in an aggregate principal amount not to exceed, at the time of incurrence thereof, the greater of (i) $750.0 million and (ii) 30% of Consolidated Net Worth as of the Corporation end of the Applicable Period; (7) Liens securing Swap Contracts of the Company or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are secured equally and ratably with or prior to such other indebtedness or liability, except that the Corporation and of its Restricted Subsidiaries may incur a Lien permitted to be incurred under this Indenture; (8) Liens on property necessary to defease Debt that was not incurred in violation of this Indenture; (9) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (10) any pledge of the Capital Stock of an Unrestricted Subsidiary to secure indebtedness Debt of such Unrestricted Subsidiary so long as no such Debt is recourse to the Company or any Restricted Subsidiary; (11) Liens arising in connection with a Qualified Securitization Financing or a Receivables Facility, and back-up Liens in connection with any other factoring, securitization, supply chain financing or similar arrangement; (12) Liens on or transfers of accounts receivable and contracts and instruments related thereto arising solely in connection with the sale of such accounts receivable; (13) Liens in favor of the Company or any of its Restricted Subsidiaries; (14) any extension, renewal or replacement, as a whole or in part, of any Lien permitted by any of clauses (1), (2), (5) or (15); provided that (a) the extension, renewal or replacement Lien must, however, be limited to all or part of the same Property, shares of Capital Stock or Debt that secured the Lien being extended, renewed or replaced, plus improvements on the Property and (b) the Debt secured by the Lien at that time must not be increased, except for borrowed money without any premium or fee payable in connection with such extension, renewal or replacement; (15) Liens securing the Securities ifNotes and the Guarantees; (16) Liens on Property of Foreign Subsidiaries securing Foreign Subsidiary Debt; (17) Liens (other than Liens described in the foregoing clauses) securing obligations in an aggregate principal amount outstanding at the time of, and immediately after giving effect theretoto, the incurrence of any such obligation, not to exceed the greater of (i) $650.0 million and (ii) 25.0% of Consolidated Net Worth as of the end of the Applicable Period; (18) Liens on project-related assets securing surety bonds in the ordinary course of business of such projects; (19) Liens solely on assets of AECOM Capital (or Subsidiaries of, or Joint Ventures formed by, AECOM Capital) securing Debt permitted in accordance with this Indenture of AECOM Capital (or Subsidiaries of, or Joint Ventures formed by, AECOM Capital); (20) Liens on project-related assets of Joint Ventures and unconsolidated entities to secure Debt or other obligations of such Joint Ventures and unconsolidated entities so long as such Liens do not encumber assets of the Company or any of its consolidated Restricted Subsidiaries; (21) for the avoidance of doubt, Liens associated with Performance Contingent Obligations; and (22) Liens securing any Debt Facility or any securitization financing up to an aggregate principal amount then outstanding and secured by Liens not otherwise permitted not to exceed $5,575.0 million. (c) Clause (a) of indebtedness for borrowed money this Section 4.12 also does not apply if, at the time and after giving effect to the Incurrence of any Debt secured by a Lien and any related retirement of Debt secured by a Lien, (x) the aggregate amount of all outstanding Debt secured by Liens which would otherwise have been subject to such restrictions (excluding any Debt secured by Liens permitted pursuant to clauses (1) through (21) of Section 4.12(b), but including any Debt then outstanding that is secured by ▇▇▇▇▇ createdpermitted pursuant to clause (22) of Section 4.12(b)), incurred or assumed after plus (y) the date hereof aggregate amount of outstanding Attributable Debt of all Sale and otherwise prohibited by this Indenture Leaseback Transactions entered into in reliance on Section 4.13(a)(3) does not exceed 10% such amount that would cause the Consolidated Secured Debt Ratio (for the avoidance of doubt, calculated after giving effect to any Debt then outstanding that is secured by ▇▇▇▇▇ permitted pursuant to clause (22) of Section 4.12(b) and any Debt then outstanding Incurred pursuant to clause (1)(y) of Section 4.13(a) to exceed 3.75 to 1.00). (d) For purposes of determining compliance with this Section 4.12 and Section 4.13 in the event that Debt secured by a Lien (or any portion thereof) meets the criteria of more than one of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale categories of permitted ▇▇▇▇▇ described in clauses (including any forward sale1) through (22) of Section 4.12(b) or other transfer of: is entitled to be Incurred pursuant to clause (ic) oilof this Section 4.12, gasthen the Company may, minerals in its sole discretion, classify or other resources of a primary nature, whether in place or when produced, for a period of time untilreclassify, or in an amount later divide, classify or reclassify (as if Incurred at such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determinedlater time), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute Debt secured by a Lien (or any portion thereof) in any manner that complies with this Section 4.12; provided that any Debt outstanding under a Credit Agreement, and will any extension, renewal or replacement or refunding thereof, shall be first deemed secured pursuant to clause (22) of Section 4.12(b) above, and for the avoidance of doubt not result in the Corporation clause (1) of Section 4.12(b) or a Restricted Subsidiary being required to secure the SecuritiesSection 4.12(c), and may not later be reclassified.

Limitation on Liens. So long as The Company shall not at any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and will not permit any of its Restricted Subsidiaries to, time create, incur, assume or otherwise have outstanding suffer to exist any Lien securing on any indebtedness for borrowed money of its property or interest thereon (assets, tangible or any liability of the Corporation intangible, now owned or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securinghereafter acquired, or causing such Restricted Subsidiaries agree or become liable to securedo so, indebtedness under this Indenture so that the Securities are secured equally and ratably with or prior to such other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after except: (i) The Liens existing on the date hereof (and otherwise prohibited extension, renewal and replacement Liens upon the same property theretofore subject to any such Lien, provided the amount secured by this Indenture does each Lien constituting such an extension, renewal or replacement Lien shall not exceed 10the amount secured by the Lien theretofore existing); and (ii) Liens on property securing all or part of the purchase price thereof to the Company and Liens (whether or not assumed) existing on property at the time of purchase thereof by the Company, as the case may be (and extension, renewal and replacement Liens upon the same property theretofore subject to a Lien described in this Section 6.2(g), provided the amount secured by each Lien constituting such extension, renewal or replacement shall not exceed the amount secured by the Lien theretofore existing and reasonable transaction costs relating to such extension, renewal or replacement Lien), provided, in each case (A) each such Lien is confined solely to the property so purchased, improvements thereto and proceeds thereof, and (B) the aggregate amount secured by all such Liens on any particular property at the time purchased by the Company, shall not exceed 66-2/3% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding lesser of the foregoingfair market value of such property at such time and the purchase price of such property ("purchase price" for this purpose including the amount secured by each such Lien thereon whether or not assumed); and (C) The Company is permitted to incur such debt pursuant to Section 6.2(f) hereof. (iii) Liens arising from taxes, transactions such as the sale assessments, charges, levies or claims described in Section 6.1(b) that are not yet due or that remain payable without (including any forward saleiv) Deposits or pledges to secure workmen's compensation, unemployment insurance compensation, unemployment insurance, old age benefits or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time untilsocial security obligations, or in an amount such thatconnection with or to secure the performance of bids, the purchaser will realize therefrom a specified amount of money tenders, trade contracts or a specified rate of return (however determined)leases, or a specified amount of such oilto secure statutory obligations, gasor stay, mineralssurety or appeal bonds, or other resources pledges or deposits of a primary naturelike nature and all in the ordinary course of business; and (v) Liens that are not incurred in connection with the obtaining of any loan, advance or (ii) any other interest credit and that do not in property the aggregate materially impair the use of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in property or assets of the Corporation Company or a Restricted Subsidiary being required to secure the Securitiesvalue of such property or assets for the purpose of such business.

Limitation on Liens. So long (a) Except as any Securities are Outstanding and subject to the terms otherwise provided in clauses (i) through (ix) below or in subsection (b) of this Indenturesection, the Corporation will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, incurissue, assume or otherwise have outstanding guarantee any Debt secured by a Lien securing upon any indebtedness for borrowed money or interest thereon (or any liability Principal Property of the Corporation Company or of any Restricted Subsidiary or upon any shares of stock or Debt issued by any Restricted Subsidiary, whether now owned or hereafter acquired, without in any such case effectively providing that the Senior Notes together with, if the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinated to the Corporation or such Restricted Subsidiaries are contingently liableSenior Notes, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are shall be secured equally and ratably with or prior to such other indebtedness or liability(or, except that at the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% option of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoingCompany, transactions prior to) such secured Debt, so long as the sale such Debt shall be so secured; provided, however, that nothing in this Section 2.10 shall prevent, restrict or apply to (including and there shall be excluded from secured Debt in any forward salecomputation under this Section 2.10) or other transfer of: Debt secured by: (i) Liens on property of, or shares of stock or Debt issued by, any Subsidiary existing at the time such Subsidiary becomes a Restricted Subsidiary; provided, that such Lien shall not have been incurred in connection with the transfer by the Company or a Restricted Subsidiary of a Principal Property to such Subsidiary unless the Company, within 180 days of the effective date of such transfer, applies or causes a Restricted Subsidiary to apply an amount equal to the fair value, as determined by the Company’s Board of Directors, of such Principal Property at the time of such transfer, to the prepayment or retirement of Senior Notes or other Debt of the Company (other than Debt subordinated to the Senior Notes), or Debt of any Restricted Subsidiary (other than Debt owed to the Company or any Restricted Subsidiary), having a stated maturity (x) more than 12 months from the date of such application or (y) which is extendable at the option of the obligor thereon to a date more than 12 months from the date of such application; (ii) Liens on any property, shares of stock or Debt existing at the time of acquisition thereof by the Company or a Restricted Subsidiary (including acquisition through merger or consolidation) or Liens to secure the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property, shares of stock or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; (iii) Liens on any property to secure all or any part of the cost of development, construction, alteration, repair or improvement of all or any portion of such property, or to secure Debt incurred prior to, at the time of, or within 180 days after, the completion of such development, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost; (iv) Liens which secure Debt owed by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or by the Company to a Restricted Subsidiary so long as the Debt is held by the Company or a Restricted Subsidiary; (v) Liens securing indebtedness of a corporation or other Person which becomes a successor of the Company in accordance with the provisions of Section 6.04 of the Base Indenture and Section 2.12 hereof other than Debt incurred by such corporation or other Person in connection with a consolidation, merger or sale of assets in accordance with Section 6.04 of the Base Indenture and Section 2.12 hereof; (vi) Liens on property of the Company or a Restricted Subsidiary in favor of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States 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 the cost of construction, alteration, repair or improvement of the property subject to such Liens (including but not limited to Liens incurred in connection with pollution control, industrial revenue or similar financing), or in favor of any trustee or mortgagee for the benefit of holders of indebtedness of any such entity incurred for any such purpose; (vii) Liens securing Debt which is payable, both with respect to principal and interest, solely out of the proceeds of oil, gas, minerals coal or other resources of a primary nature, whether in place minerals to be produced from the property subject thereto and to be sold or when produced, for a period of time until, or in an amount such that, delivered by the purchaser will realize therefrom a specified amount of money Company or a specified rate of return (however determined)Subsidiary, or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) including any other interest in property of the character commonly referred to as a “production payment”; (viii) Liens created or assumed by a Subsidiary on oil, will gas, coal or other mineral property, owned or leased by a Subsidiary, to secure Debt of such Subsidiary for the purpose of developing such property, including any interest of the character commonly referred to as a “production payment”; provided, however, that neither the Company nor any Subsidiary shall assume or guarantee such Debt or otherwise be liable in respect thereof; and (ix) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (viii), inclusive, or of any Debt secured thereby; provided, that such extension, renewal or replacement Lien shall be limited to all or any part of the same property that secured the Lien extended, renewed or replaced (plus any improvements and construction on such property), or to other property of the Company or its Restricted Subsidiaries not constitute subject to the limitations of this Section 2.10, and shall secure no larger amount of Debt than that which had been so secured at the time of such extension, renewal or replacement (plus any premium or fee payable in connection therewith) and, in the case of clause (iv), that the Debt being secured thereby is being secured for the same type of Person as the Debt being replaced. (b) Notwithstanding the foregoing provisions of this Section 2.10, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien without equally and will ratably securing the Senior Notes if at the time of such issuance, assumption or guarantee (the “Incurrence Time”) the aggregate amount of such Debt plus all other Debt of the Company and its Restricted Subsidiaries secured by Liens (other than Debt permitted to be secured under clauses (i) through (ix) above) which would otherwise be subject to the foregoing restrictions after giving effect to the retirement of any Debt which is concurrently being retired, plus the aggregate Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions permitted by subsections (a) and (b) of Section 2.11) entered into after the date of this Fifteenth Supplemental Indenture and in existence at the Incurrence Time (less the aggregate amount of proceeds of such Sale and Leaseback Transactions which shall have been applied in accordance with subsection (c) of Section 2.11), does not result in exceed the Corporation or a Restricted Subsidiary being required greater of (i) $2.5 billion and (ii) 15% of Consolidated Net Tangible Assets; provided that to secure the Securitiesextent the aggregate amount of any such Debt exceeds clause (ii) above but does not exceed clause (i), such incremental amount of Debt may only be Debt under the Credit Agreement.

Limitation on Liens. So long as (a) The Existing Collateral Rig Issuers shall not create, Incur, assume or suffer to exist any Securities are Outstanding Lien of any kind on any of its property or assets other than Liens arising by operation of law. (b) The Collateral Rig Owners shall not and subject Holdings shall not permit the Collateral Rig Operators or the Equity Pledgors to the terms create, Incur, assume or suffer to exist any Lien of this Indenture, the Corporation will any kind on any Collateral except for Permitted Collateral Liens. (c) The Company shall not, and will shall not permit or allow any of its Restricted Subsidiaries to, create, incur, assume or otherwise have outstanding suffer to exist any Lien securing on any indebtedness for borrowed money or interest thereon (Restricted Property to secure any Indebtedness of the Company, any of its Subsidiaries or any liability of other Person (such Lien, the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon“Initial Lien”), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this making effective provision whereby the Indenture so that and the Securities are then Outstanding shall be directly secured equally and ratably with with, or prior to to, the Indebtedness secured by such other indebtedness or liabilityInitial Lien for so long as such Indebtedness shall be so secured, except that the Corporation foregoing shall not prevent the Company or any of its Subsidiaries, other than the Existing Collateral Rig Issuers, the Collateral Rig Owners and its the Collateral Rig Operators, which shall be governed by the restrictions set forth in clause (a) or (b) above, as applicable, from creating, assuming or suffering to exist Liens of the following character: (1) Liens existing on the Issue Date (other than Liens securing the Revolving Credit Facility on the Issue Date) and Liens under the Note Documents; (2) Liens already existing on any particular Restricted Subsidiaries may incur Property at the time such Restricted Property is acquired; ​ (3) Liens already existing on Restricted Property of a Lien corporation or other entity at the time it becomes the Company’s Subsidiary; (4) Liens securing Indebtedness Incurred pursuant to clause (3) or clause (10) of Section 4.06(a); (5) Liens in favor of the United States of America or any State thereof or any other country, or any agency, instrumentality of political subdivision of any of the foregoing, to secure indebtedness partial, progress, advance or other payments or performance pursuant to the provisions of any contract or statute, or any Liens securing industrial development, pollution control, or similar revenue bonds; (6) Liens imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar Liens arising in the ordinary course of business, or governmental (federal, state or municipal) Liens arising out of contracts for borrowed money the sale of products or services by the Company or any of its Subsidiaries, or deposits or pledges to obtain the release of any of the foregoing; (7) pledges or deposits under workmen’s compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any of its Subsidiaries is a party, or deposits to secure public or statutory obligations of the Company or any of its Subsidiaries, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any of its Subsidiaries is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (8) 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 of its Subsidiaries with respect to which the Company or such Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens Incurred by the Company or any of its Subsidiaries for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Subsidiary is a party; (9) Liens for taxes or assessments or governmental charges or levies (i) not yet due or delinquent, or which can thereafter be paid without penalty, or (ii) which are being contested in good faith by appropriate proceedings; (10) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in clauses (1) through (9) above, so long as the principal amount of the Indebtedness secured thereby does not exceed the principal amount of debt so secured at the time of the extension, renewal or replacement (except that, where an additional principal amount of debt is Incurred to provide funds for the completion of a specific project, the additional principal amount, and any related financing costs, may be secured by the Lien as well) and the Lien is limited to the same property subject to the Lien so extended, renewed or replaced (plus improvements on the property); and (11) any Lien not permitted by clauses (1) through (10) above securing the Securities ifIndebtedness, if after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does Aggregate Debt would not exceed 10the greater of (i) $1.4 billion and (ii) 10.0% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding Assets measured at the time of Incurrence of and after giving effect to such Incurrence; ​ ​ provided that, notwithstanding the foregoing, transactions such as at no time shall the sale (including Company or any forward sale) Subsidiary thereof create, Incur, assume or other transfer of: (i) oilsuffer to exist any Lien of any kind on any Collateral, gas, minerals or other resources of a primary nature, whether in place or when produced, except for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the SecuritiesPermitted Collateral Liens.

Limitation on Liens. So long as The Company covenants and agrees for the benefit of each series of Securities, other than any Securities are Outstanding and subject series established in or pursuant to a Board Resolution or in one or more indentures supplemental hereto which specifically provides otherwise, that the terms of this Indenture, the Corporation Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, at any time create, incur, assume or otherwise have outstanding guarantee any Lien securing Debt secured by any indebtedness for borrowed money mortgage, pledge, lien, security interest or interest thereon other encumbrance ("Lien") on any property (including shares of Capital Stock or any liability Debt) of the Corporation Company or such of any Restricted Subsidiaries under any guarantee Subsidiary, whether now owned or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Lienshereafter acquired, without also simultaneously in any such case effectively providing, concurrently with the creation, incurrence, assumption or prior thereto securingguarantee of such Debt, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are of the applicable series then Outstanding shall, so long as any such other Debt shall be so secured (and, if the Company shall so determine, any other existing Debt (or Debt thereafter in existence) created, incurred, assumed or guaranteed by the Company or any Restricted Subsidiary), be secured by any such Lien equally and ratably with or prior to any and all other Debt thereby secured, provided, however, that the foregoing covenant shall not be applicable to the following: (a) All Liens on property of the Company or any Restricted Subsidiary existing on the date of original issuance by the Company of the applicable series of Securities issued pursuant to this Indenture or such other indebtedness date as may be specified in or liabilitypursuant to a Board Resolution and set forth in an Officer's Certificate, except or in one or more indentures supplemental hereto pursuant to which such series is established; or (b) Liens on property acquired by the Company or any Restricted Subsidiary (including acquisition through merger or consolidation); provided that such Liens were in existence prior to and were not created in contemplation of such acquisition and shall not extend to any other property of the Corporation Company or any Restricted Subsidiary; or (c) Liens on any property (including, in the case of a plant or facility, the land on which it is erected and its fixtures comprising a part thereof) of the Company or any Restricted Subsidiaries Subsidiary securing the payment of all or any part of the purchase price or construction cost thereof or securing any Debt created, incurred, assumed or guaranteed prior to, at the time of or within 120 days after the latest of the acquisition of such property or the completion of such construction, for the purpose of financing all or any part of the purchase price or construction cost thereof (provided, in the case of Liens securing the payment of all or any part of the purchase price of any property of the Company or any Restricted Subsidiary, as the case may incur be, or securing any Debt created, incurred, assumed or guaranteed for the purposes of financing all or any part of such purchase price, such Liens are limited to the property then being acquired and fixed improvements thereon and the Capital Stock of any Person formed to acquire such property and provided further in the case of Liens securing the payment of all or any part of the construction cost of any property of the Company or any Restricted Subsidiary, as the case may be, or securing any Debt created, incurred, assumed or guaranteed for the purpose of financing all or any part of such construction cost, such Liens are limited to the assets or property then being constructed and the land on which such property is erected and fixtures comprising a Lien part thereof); or (d) Liens on any property to secure indebtedness all or any part of the cost of development, construction, alteration, repair or improvement of all or any part of such property, or to secure Debt created, incurred, assumed or guaranteed prior to, at the time of or within 120 days after the latest of the completion of such development, construction, alteration, repair or improvement, for borrowed money the purpose of financing all or any part of such cost (provided such Liens do not extend to or cover any property of the Company or any Restricted Subsidiary other than the property then being developed, constructed, altered, repaired or improved and the land on which such property is erected and fixtures comprising a part thereof); or (e) Liens in favor of the Company or a Restricted Subsidiary securing Debt of the Company or a Restricted Subsidiary; or (f) Liens created in connection with tax assessments or legal proceedings and mechanics' liens and materialmen's liens and other similar liens created in the ordinary course of business; or (g) Liens on property of the Company or any Restricted Subsidiary (except property consisting of the Capital Stock or Debt of the Company or any 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 department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt created, incurred, assumed or guaranteed 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 Liens (including, but not limited to, Liens created in connection with pollution control, industrial revenue bond or similar financings); or (h) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing subparagraphs (a) through (g); provided that any of the foregoing are limited to the same property subject to, and securing no more Debt than the Lien so extended, renewed or replaced. Notwithstanding the foregoing provisions of this Section 10.5, the Company and any Restricted Subsidiary may create, incur, assume or guarantee Debt of the Company or any Restricted Subsidiary which would otherwise be subject to the foregoing restrictions, without equally and ratably securing the Securities ifapplicable series of Securities, after giving effect thereto, if the aggregate principal amount of indebtedness for borrowed money all Debt secured by ▇▇▇▇▇ Liens on property (including shares of Capital Stock or Debt) of the Company and of any Subsidiary then outstanding (not including Debt permitted to be secured under subparagraphs (a) through (h) above), plus Attributable Debt of the Company and its Subsidiaries in respect of Sale/Leaseback Transactions that would otherwise be subject to the restrictions set forth in Section 10.6, does not at the time such Debt is created, incurred incurred, assumed or assumed after the date hereof and otherwise prohibited by this Indenture does not guaranteed exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding If a secured revolving credit facility is established or increased without equally and ratably securing outstanding Securities in compliance with the foregoingimmediately preceding paragraph, transactions then all subsequent borrowings under such as revolving credit facility shall be deemed to be permissible under this Section 10.5. For the sale purposes of this Section 10.5, the creation of a Lien on property (including shares of Capital Stock or Debt) of the Company or of any forward sale) or other transfer of: (i) oil, gas, minerals or other resources Restricted Subsidiary to secure Debt which existed prior to the creation of such Lien shall be deemed to involve the creation of Debt secured by a primary nature, whether in place or when produced, for a period of time until, or Lien in an amount equal to the principal amount secured by such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the SecuritiesLien.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Domestic Subsidiary to, create, incur, issue, assume or otherwise have outstanding guarantee any Lien securing Debt secured by a Mortgage on any indebtedness for borrowed money or interest thereon (Principal Domestic Manufacturing Property of the Company or any liability Domestic Subsidiary, or any shares of stock of any Domestic Subsidiary, without effectively providing that the Senior Notes (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Domestic Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinated to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Senior Notes) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed Debt then outstanding plus all Attributable Debt of the Company and its Domestic Subsidiaries in respect of Sale and Leaseback Transactions (as that term is defined in Section 3.2 of this First Supplemental Indenture) entered into after the date hereof of this First Supplemental Indenture (other than Sale and otherwise prohibited by this Indenture does Leaseback Transactions permitted herein) would not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that this Section shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: a. Mortgages of the foregoingCompany or any Domestic Subsidiary existing at the time of this First Supplemental Indenture; b. Mortgages on property or any shares of stock (or other equity interest) or arising out of any Debt of any entity existing at the time such entity was merged into the Company or became a Domestic Subsidiary; c. Mortgages in favor of the Company or any Subsidiary of the Company; d. Mortgages in favor of the United States of America, transactions any State of the United States of America, or any subdivision, agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; e. Mortgages on property or shares of stock (or other equity interest) existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or shares or the completion of any such construction for the purpose of financing all or any part of the purchase price or construction cost thereof; f. Mortgages of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due or being contested in good faith; g. Mortgages arising by reason of any judgment, decree or order of any court, so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the sale period within which such proceedings may be initiated shall not have expired; or pledges or deposits to secure payment of workers' compensation or other insurance, good faith deposits in connection with tenders, contracts (other than contracts for the payment of money) or leases, deposits to secure public or statutory obligations, deposits to secure or in lieu of surety or appeal bonds, or deposits as security for the payment of taxes; h. Mortgages in connection with the issuance of tax-exempt industrial development or pollution control bonds or other similar bonds issued pursuant to Section 103(b) of the Internal Revenue Code of 1986, as amended or as hereafter amended, to finance all or any part of the purchase price of or the cost of constructing, equipping or improving property; provided that such Mortgages shall be limited to such property acquired (including any forward salepersonal property) or constructed or such improvement and to theretofore substantially unimproved real property on which such construction or improvement is located; and provided, further, that the Company and its Domestic Subsidiaries may further secure all or any part of such purchase price or the cost of construction of such improvements and personal property by an interest on additional property of the Company and its Domestic Subsidiaries only to the extent necessary for the construction, maintenance and operation of, and access to, such property so acquired or constructed or such improvement; i. Mortgages in favor of any customer arising in respect of partial, progress, advance or other transfer of: payments made by or on behalf of such customer for goods produced for or services rendered to such customer in the ordinary course of business not exceeding the amount of such payments; j. any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (a) to (i), inclusive; provided, that (i) oilsuch extension, gas, minerals renewal or replacement Mortgage shall be limited to all or a part of the same property or shares of stock (or other resources of a primary natureequity interest) that secured the Mortgage extended, whether in place renewed or when produced, for a period of time until, or in an amount replaced (plus improvements on such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or property) and (ii) the principal amount of the Debt secured by such Mortgage shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement; and k. Mortgages 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 tenants' rights under leases; easements; and any other interest Mortgages of a nature similar to those hereinabove described in property this clause (k) which do not, in the opinion of the character commonly referred to as a “production payment”Company, will not constitute a Lien and will not result materially impair the use of such property in the Corporation operation of the business of the Company or a Restricted Domestic Subsidiary being required to secure or the Securitiesvalue of such property for the purposes of such business.

Limitation on Liens. So long (a) Except as any Securities are Outstanding and subject to the terms otherwise provided in clauses (i) through (ix) below or in subsection (b) of this Indenturesection, the Corporation will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, incurissue, assume or otherwise have outstanding guarantee any Debt secured by a Lien securing upon any indebtedness for borrowed money or interest thereon (or any liability Principal Property of the Corporation Company or of any Restricted Subsidiary or upon any shares of stock or Debt issued by any Restricted Subsidiary, whether now owned or hereafter acquired, without in any such case effectively providing that the Senior Notes together with, if the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinated to the Corporation or such Restricted Subsidiaries are contingently liableSenior Notes, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are shall be secured equally and ratably with or prior to such other indebtedness or liability(or, except that at the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% option of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoingCompany, transactions prior to) such secured Debt, so long as the sale such Debt shall be so secured; provided, however, that nothing in this Section 2.10 shall prevent, restrict or apply to (including and there shall be excluded from secured Debt in any forward salecomputation under this Section 2.10) or other transfer of: Debt secured by: (i) Liens on property of, or shares of stock or Debt issued by, any Subsidiary existing at the time such Subsidiary becomes a Restricted Subsidiary; provided, that such Lien shall not have been incurred in connection with the transfer by the Company or a Restricted Subsidiary of a Principal Property to such Subsidiary unless the Company, within 180 days of the effective date of such transfer, applies or causes a Restricted Subsidiary to apply an amount equal to the fair value, as determined by the Company’s Board of Directors, of such Principal Property at the time of such transfer, to the prepayment or retirement of Senior Notes or other Debt of the Company (other than Debt subordinated to the Senior Notes), or Debt of any Restricted Subsidiary (other than Debt owed to the Company or any Restricted Subsidiary), having a stated maturity (x) more than 12 months from the date of such application or (y) which is extendable at the option of the obligor thereon to a date more than 12 months from the date of such application; (ii) Liens on any property, shares of stock or Debt existing at the time of acquisition thereof by the Company or a Restricted Subsidiary (including acquisition through merger or consolidation) or Liens to secure the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property, shares of stock or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; (iii) Liens on any property to secure all or any part of the cost of development, construction, alteration, repair or improvement of all or any portion of such property, or to secure Debt incurred prior to, at the time of, or within 180 days after, the completion of such development, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost; (iv) Liens which secure Debt owed by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or by the Company to a Restricted Subsidiary so long as the Debt is held by the Company or a Restricted Subsidiary; (v) Liens securing indebtedness of a corporation or other Person which becomes a successor of the Company in accordance with the provisions of Section 6.04 of the Base Indenture and Section 2.12 hereof other than Debt incurred by such corporation or other Person in connection with a consolidation, merger or sale of assets in accordance with Section 6.04 of the Base Indenture and Section 2.12 hereof; (vi) Liens on property of the Company or a Restricted Subsidiary in favor of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States 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 the cost of construction, alteration, repair or improvement of the property subject to such Liens (including but not limited to Liens incurred in connection with pollution control, industrial revenue or similar financing), or in favor of any trustee or mortgagee for the benefit of holders of indebtedness of any such entity incurred for any such purpose; (vii) Liens securing Debt which is payable, both with respect to principal and interest, solely out of the proceeds of oil, gas, minerals coal or other resources of a primary nature, whether in place minerals to be produced from the property subject thereto and to be sold or when produced, for a period of time until, or in an amount such that, delivered by the purchaser will realize therefrom a specified amount of money Company or a specified rate of return (however determined)Subsidiary, or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) including any other interest in property of the character commonly referred to as a “production payment”; (viii) Liens created or assumed by a Subsidiary on oil, will gas, coal or other mineral property, owned or leased by a Subsidiary, to secure Debt of such Subsidiary for the purpose of developing such property, including any interest of the character commonly referred to as a “production payment”; provided, however, that neither the Company nor any Subsidiary shall assume or guarantee such Debt or otherwise be liable in respect thereof; and (ix) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (viii), inclusive, or of any Debt secured thereby; provided, that such extension, renewal or replacement Lien shall be limited to all or any part of the same property that secured the Lien extended, renewed or replaced (plus any improvements and construction on such property), or to other property of the Company or its Restricted Subsidiaries not constitute subject to the limitations of this Section 2.10, and shall secure no larger amount of Debt than that which had been so secured at the time of such extension, renewal or replacement (plus any premium or fee payable in connection therewith) and, in the case of clause (iv), that the Debt being secured thereby is being secured for the same type of Person as the Debt being replaced. (b) Notwithstanding the foregoing provisions of this Section 2.10, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien without equally and will ratably securing the Senior Notes if at the time of such issuance, assumption or guarantee (the “Incurrence Time”) the aggregate amount of such Debt plus all other Debt of the Company and its Restricted Subsidiaries secured by Liens (other than Debt permitted to be secured under clauses (i) through (ix) above) which would otherwise be subject to the foregoing restrictions after giving effect to the retirement of any Debt which is concurrently being retired, plus the aggregate Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions permitted by subsections (a) and (b) of Section 2.11) entered into after the date of this Eleventh Supplemental Indenture and in existence at the Incurrence Time (less the aggregate amount of proceeds of such Sale and Leaseback Transactions which shall have been applied in accordance with subsection (c) of Section 2.11), does not result in exceed the Corporation or a Restricted Subsidiary being required greater of (i) $2.5 billion and (ii) 15% of Consolidated Net Tangible Assets; provided that to secure the Securitiesextent the aggregate amount of any such Debt exceeds clause (ii) above but does not exceed clause (i), such incremental amount of Debt may only be Debt under the Credit Agreement.

Limitation on Liens. So long (a) Except as any Securities are Outstanding and subject to the terms otherwise provided in clauses (i) through (ix) below or in subsection (b) of this Indenturesection, the Corporation will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, incurissue, assume or otherwise have outstanding guarantee any Debt secured by a Lien securing upon any indebtedness for borrowed money or interest thereon (or any liability Principal Property of the Corporation Company or of any Restricted Subsidiary or upon any shares of stock or Debt issued by any Restricted Subsidiary, whether now owned or hereafter acquired, without in any such case effectively providing that the Senior Notes together with, if the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinated to the Corporation or such Restricted Subsidiaries are contingently liableSenior Notes, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are shall be secured equally and ratably with or prior to such other indebtedness or liability(or, except that at the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% option of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoingCompany, transactions prior to) such secured Debt, so long as the sale such Debt shall be so secured; provided, however, that nothing in this Section 2.10 shall prevent, restrict or apply to (including and there shall be excluded from secured Debt in any forward salecomputation under this Section 2.10) or other transfer of: Debt secured by: (i) Liens on property of, or shares of stock or Debt issued by, any Subsidiary existing at the time such Subsidiary becomes a Restricted Subsidiary; provided, that such Lien shall not have been incurred in connection with the transfer by the Company or a Restricted Subsidiary of a Principal Property to such Subsidiary unless the Company, within 180 days of the effective date of such transfer, applies or causes a Restricted Subsidiary to apply an amount equal to the fair value, as determined by the Company’s Board of Directors, of such Principal Property at the time of such transfer, to the prepayment or retirement of Senior Notes or other Debt of the Company (other than Debt subordinated to the Senior Notes), or Debt of any Restricted Subsidiary (other than Debt owed to the Company or any Restricted Subsidiary), having a stated maturity (x) more than 12 months from the date of such application or (y) which is extendable at the option of the obligor thereon to a date more than 12 months from the date of such application; (ii) Liens on any property, shares of stock or Debt existing at the time of acquisition thereof by the Company or a Restricted Subsidiary (including acquisition through merger or consolidation) or Liens to secure the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property, shares of stock or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; (iii) Liens on any property to secure all or any part of the cost of development, construction, alteration, repair or improvement of all or any portion of such property, or to secure Debt incurred prior to, at the time of, or within 180 days after, the completion of such development, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost; (iv) Liens which secure Debt owed by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or by the Company to a Restricted Subsidiary so long as the Debt is held by the Company or a Restricted Subsidiary; (v) Liens securing indebtedness of a corporation or other Person which becomes a successor of the Company in accordance with the provisions of Section 6.04 of the Base Indenture and Section 2.12 hereof other than Debt incurred by such corporation or other Person in connection with a consolidation, merger or sale of assets in accordance with Section 6.04 of the Base Indenture and Section 2.12 hereof; (vi) Liens on property of the Company or a Restricted Subsidiary in favor of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States 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 the cost of construction, alteration, repair or improvement of the property subject to such Liens (including but not limited to Liens incurred in connection with pollution control, industrial revenue or similar financing), or in favor of any trustee or mortgagee for the benefit of holders of indebtedness of any such entity incurred for any such purpose; (vii) Liens securing Debt which is payable, both with respect to principal and interest, solely out of the proceeds of oil, gas, minerals coal or other resources of a primary nature, whether in place minerals to be produced from the property subject thereto and to be sold or when produced, for a period of time until, or in an amount such that, delivered by the purchaser will realize therefrom a specified amount of money Company or a specified rate of return (however determined)Subsidiary, or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) including any other interest in property of the character commonly referred to as a “production payment”; (viii) Liens created or assumed by a Subsidiary on oil, will gas, coal or other mineral property, owned or leased by a Subsidiary, to secure Debt of such Subsidiary for the purpose of developing such property, including any interest of the character commonly referred to as a “production payment”; provided, however, that neither the Company nor any Subsidiary shall assume or guarantee such Debt or otherwise be liable in respect thereof; and (ix) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (viii), inclusive, or of any Debt secured thereby; provided, that such extension, renewal or replacement Lien shall be limited to all or any part of the same property that secured the Lien extended, renewed or replaced (plus any improvements and construction on such property), or to other property of the Company or its Restricted Subsidiaries not constitute subject to the limitations of this Section 2.10, and shall secure no larger amount of Debt than that which had been so secured at the time of such extension, renewal or replacement (plus any premium or fee payable in connection therewith) and, in the case of clause (iv), that the Debt being secured thereby is being secured for the same type of Person as the Debt being replaced. (b) Notwithstanding the foregoing provisions of this Section 2.10, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien without equally and will ratably securing the Senior Notes if at the time of such issuance, assumption or guarantee (the “Incurrence Time”) the aggregate amount of such Debt plus all other Debt of the Company and its Restricted Subsidiaries secured by Liens (other than Debt permitted to be secured under clauses (i) through (ix) above) which would otherwise be subject to the foregoing restrictions after giving effect to the retirement of any Debt which is concurrently being retired, plus the aggregate Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions permitted by subsections (a) and (b) of Section 2.11) entered into after the date of this Twelfth Supplemental Indenture and in existence at the Incurrence Time (less the aggregate amount of proceeds of such Sale and Leaseback Transactions which shall have been applied in accordance with subsection (c) of Section 2.11), does not result in exceed the Corporation or a Restricted Subsidiary being required greater of (i) $2.5 billion and (ii) 15% of Consolidated Net Tangible Assets; provided that to secure the Securitiesextent the aggregate amount of any such Debt exceeds clause (ii) above but does not exceed clause (i), such incremental amount of Debt may only be Debt under the Credit Agreement.

Limitation on Liens. So long (a) Except as any Securities are Outstanding and subject to the terms otherwise provided in clauses (i) through (ix) below or in subsection (b) of this Indenturesection, the Corporation will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, incurissue, assume or otherwise have outstanding guarantee any Debt secured by a Lien securing upon any indebtedness for borrowed money or interest thereon (or any liability Principal Property of the Corporation Company or of any Restricted Subsidiary or upon any shares of stock or Debt issued by any Restricted Subsidiary, whether now owned or hereafter acquired, without in any such case effectively providing that the Senior Notes together with, if the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinated to the Corporation or such Restricted Subsidiaries are contingently liableSenior Notes, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are shall be secured equally and ratably with or prior to such other indebtedness or liability(or, except that at the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% option of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoingCompany, transactions prior to) such secured Debt, so long as the sale such Debt shall be so secured; provided, however, that nothing in this Section 2.10 shall prevent, restrict or apply to (including and there shall be excluded from secured Debt in any forward salecomputation under this Section 2.10) or other transfer of: Debt secured by: (i) Liens on property of, or shares of stock or Debt issued by, any Subsidiary existing at the time such Subsidiary becomes a Restricted Subsidiary; provided, that such Lien shall not have been incurred in connection with the transfer by the Company or a Restricted Subsidiary of a Principal Property to such Subsidiary unless the Company, within 180 days of the effective date of such transfer, applies or causes a Restricted Subsidiary to apply an amount equal to the fair value, as determined by the Company’s Board of Directors, of such Principal Property at the time of such transfer, to the prepayment or retirement of Senior Notes or other Debt of the Company (other than Debt subordinated to the Senior Notes), or Debt of any Restricted Subsidiary (other than Debt owed to the Company or any Restricted Subsidiary), having a stated maturity (x) more than 12 months from the date of such application or (y) which is extendable at the option of the obligor thereon to a date more than 12 months from the date of such application; (ii) Liens on any property, shares of stock or Debt existing at the time of acquisition thereof by the Company or a Restricted Subsidiary (including acquisition through merger or consolidation) or Liens to secure the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property, shares of stock or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; (iii) Liens on any property to secure all or any part of the cost of development, construction, alteration, repair or improvement of all or any portion of such property, or to secure Debt incurred prior to, at the time of, or within 180 days after, the completion of such development, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost; (iv) Liens which secure Debt owed by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or by the Company to a Restricted Subsidiary so long as the Debt is held by the Company or a Restricted Subsidiary; (v) Liens securing indebtedness of a corporation or other Person which becomes a successor of the Company in accordance with the provisions of Section 6.04 of the Base Indenture and Section 2.12 hereof other than Debt incurred by such corporation or other Person in connection with a consolidation, merger or sale of assets in accordance with Section 6.04 of the Base Indenture and Section 2.12 hereof; (vi) Liens on property of the Company or a Restricted Subsidiary in favor of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States 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 the cost of construction, alteration, repair or improvement of the property subject to such Liens (including but not limited to Liens incurred in connection with pollution control, industrial revenue or similar financing), or in favor of any trustee or mortgagee for the benefit of holders of indebtedness of any such entity incurred for any such purpose; (vii) Liens securing Debt which is payable, both with respect to principal and interest, solely out of the proceeds of oil, gas, minerals coal or other resources of a primary nature, whether in place minerals to be produced from the property subject thereto and to be sold or when produced, for a period of time until, or in an amount such that, delivered by the purchaser will realize therefrom a specified amount of money Company or a specified rate of return (however determined)Subsidiary, or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) including any other interest in property of the character commonly referred to as a “production payment”; (viii) Liens created or assumed by a Subsidiary on oil, will gas, coal or other mineral property, owned or leased by a Subsidiary, to secure Debt of such Subsidiary for the purpose of developing such property, including any interest of the character commonly referred to as a “production payment”; provided, however, that neither the Company nor any Subsidiary shall assume or guarantee such Debt or otherwise be liable in respect thereof; and (ix) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (viii), inclusive, or of any Debt secured thereby; provided, that such extension, renewal or replacement Lien shall be limited to all or any part of the same property that secured the Lien extended, renewed or replaced (plus any improvements and construction on such property), or to other property of the Company or its Restricted Subsidiaries not constitute subject to the limitations of this Section 2.10, and shall secure no larger amount of Debt than that which had been so secured at the time of such extension, renewal or replacement (plus any premium or fee payable in connection therewith) and, in the case of clause (iv), that the Debt being secured thereby is being secured for the same type of Person as the Debt being replaced. (b) Notwithstanding the foregoing provisions of this Section 2.10, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien without equally and will ratably securing the Senior Notes if at the time of such issuance, assumption or guarantee (the “Incurrence Time”) the aggregate amount of such Debt plus all other Debt of the Company and its Restricted Subsidiaries secured by Liens (other than Debt permitted to be secured under clauses (i) through (ix) above) which would otherwise be subject to the foregoing restrictions after giving effect to the retirement of any Debt which is concurrently being retired, plus the aggregate Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions permitted by subsections (a) and (b) of Section 2.11) entered into after the date of this Ninth Supplemental Indenture and in existence at the Incurrence Time (less the aggregate amount of proceeds of such Sale and Leaseback Transactions which shall have been applied in accordance with subsection (c) of Section 2.11), does not result in exceed the Corporation or a Restricted Subsidiary being required greater of (i) $2.5 billion and (ii) 15 % of Consolidated Net Tangible Assets; provided that to secure the Securitiesextent the aggregate amount of any such Debt exceeds clause (ii) above but does not exceed clause (i), such incremental amount of Debt may only be Debt under the Credit Agreement.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, assume or otherwise have outstanding guarantee any Debt secured by a Lien securing on any indebtedness for borrowed money or interest thereon (or any liability shares of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement capital stock of, or other instrument under which ownership interests in, any Restricted Subsidiary ("Secured Debt") (whether such capital stock or ownership interests are owned or outstanding at the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under date of this Indenture so that or thereafter acquired or issued, as the Securities are secured equally and ratably with or prior to such other indebtedness or liability, except that the Corporation and its Restricted Subsidiaries case may incur a Lien to secure indebtedness for borrowed money without securing the Securities be) if, immediately after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money all Secured Debt (other than Excluded Debt) would exceed 15% of the Company's Consolidated Net Tangible Assets, unless the Company provides, concurrently with or prior to the incurrence, assumption or guarantee of such Secured Debt, that the Securities shall be secured equally and ratably with (or, at the option of the Company, prior to) such Secured Debt. (b) The provisions set forth in Section 9.8(a) shall not apply to Debt secured by the following Liens ("Excluded Debt"): (i) (A) Liens existing as of the date of this Indenture or (B) Liens relating to contracts entered into by the Company or any Subsidiary prior to the date of this Indenture; (ii) Liens securing all or any part of the indebtedness incurred pursuant to that certain Credit Agreement, dated as of February 10, 2000, by and among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, Chase Securities Inc., as Syndication Agent, Morgan Stanley Senior Funding, Inc., as Documentation Agent, Paribas, ▇▇ ▇▇-D▇▇▇▇▇ created▇▇▇ation, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does not exceed 10% various financial institutions and other persons from time to time parties thereto, as Lenders; (iii) Liens on any shares of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) capital stock or other transfer of: ownership interests existing at the time of acquisition thereof (whether such acquisition is direct or by merger, acquisition of stock or assets or otherwise) by the Company or any of its Subsidiaries, provided such Liens were not created in contemplation of or in connection with such acquisition; (iv) Liens securing Debt owing by any Subsidiary to the Company or to any other Subsidiary; (v) Liens in favor of governmental bodies to secure advance, progress or other payments pursuant to any contract or statute; (vi) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (vii) Liens for taxes not yet due or which are being contested by the Company in good faith; and (viii) Liens for the sole purpose of extending, renewing or replacing in whole or in part the Debt secured thereby referred to in the foregoing clauses (i) oilto (vii), gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time untilinclusive, or in this clause (viii); provided, however, that the Debt excluded pursuant to this clause (viii) shall be excluded only in an amount such that, not to exceed the purchaser will realize therefrom a specified principal amount of money or a specified rate of return (however determined), or a specified amount Debt so secured at the time of such oilextension, gasrenewal or replacement, mineralsand that such extension, renewal or replacement shall be limited to all or part of the shares of capital stock or other resources of a primary natureownership interests, as the case may be, subject to the Lien so extended, renewed or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiesreplaced.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Domestic Subsidiary to, create, incur, issue, assume or otherwise have outstanding guarantee any Lien securing any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this article called "Debt"), secured by pledge of, or interest thereon (mortgage or other lien on, any Principal Domestic Manufacturing Property of the Company or any liability Domestic Subsidiary or any shares of the Corporation stock or such Restricted Subsidiaries under Debt of any guarantee Domestic Subsidiary (pledges, mortgages and other liens being hereinafter in this article called "Mortgage" or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon"Mortgages"), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so effectively providing that the Securities are (together with, if the Company shall so determine, any other Debt of the Company or such Domestic Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to to) such other indebtedness or liability, except that secured Debt (for the Corporation purpose of providing such equal and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing ratable security the principal amount of the Securities ifshall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 502 on the date of the making of such effective provision and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 502 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does Debt would not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; PROVIDED, HOWEVER, that this Section shall not apply to, and there shall be excluded from secured debt in any computation under this Section, Debt secured by: (1) Mortgages on property of, or on any shares of stock or Debt of, any corporation existing at the foregoingtime such corporation becomes a Domestic Subsidiary or as of the date of first issuance by the Company of Securities pursuant to this Indenture; (2) Mortgages in favor of the Company or any Domestic Subsidiary; (3) mechanic's liens, transactions tax liens, Mortgages in favor of any governmental body to secure progress, advance or other payments or the acquisition of real or personal property from such governmental body pursuant to any contract or provision of any statute, and other Mortgages incidental to construction, to the conduct of business or to the ownership of property of the Company or any Domestic Subsidiary which were not incurred in connection with the borrowing of money or the obtaining of advances or credits or the acquisition of property and do not in the aggregate materially impair the use of any Principal Domestic Manufacturing Property for the purposes for which it is held or which are being contested in good faith by the Company or such Domestic Subsidiary; (4) Mortgages on property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the cost of acquiring, substantially repairing or altering, constructing, developing or substantially improving all or any part of such property or to secure Debt incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose, provided the commitment of the creditor to extend the credit secured by any such mortgage shall have been obtained not later than 180 days after the later of (a) the completion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such property or (b) the placing in operation of such property or of such property as so substantially repaired or altered, constructed, developed or substantially improved; (5) Mortgages arising by reason of any judgment, decree or order of any court, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the sale period within which such proceedings may be initiated shall not have expired; any deposit or pledge with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Company or any Domestic Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Company or any Subsidiary; and (including 6) any forward saleextension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (1) or other transfer of: to (5), inclusive; PROVIDED that (i) oilsuch extension, gas, minerals renewal or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money replacement Mortgage shall be limited to all or a specified rate part of return the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (however determined), or a specified amount of plus improvements on such oil, gas, minerals, or other resources of a primary nature, or property) and (ii) any other interest in property of the character commonly referred to as a “production payment”, will Debt secured by such Mortgage at such time is not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiesincreased.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Domestic Subsidiary to, create, incur, issue, assume or otherwise have outstanding guarantee any Lien securing any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this article called "Debt"), secured by pledge of, or interest thereon (mortgage or other lien on, any Principal Domestic Manufacturing Property of the Company or any liability Domestic Subsidiary or any shares of the Corporation stock or such Restricted Subsidiaries under Debt of any guarantee Domestic Subsidiary (pledges, mortgages and other liens being hereinafter in this article called "Mortgage" or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon"Mortgages"), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so effectively providing that the Securities are (together with, if the Company shall so determine, any other Debt of the Company or such Domestic Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to to) such other indebtedness or liability, except that secured Debt (for the Corporation purpose of providing such equal and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing ratable security the principal amount of the Securities ifshall mean and shall not be less than that principal amount which could be declared to be due and payable pursuant to Section 502 on the date of the making of such effective provision and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said principal amount changes over time pursuant to Section 502 and any other provision hereof), so long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does Debt would not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that this Section shall not apply to, and there shall be excluded from secured debt in any computation under this Section, Debt secured by: (1) Mortgages on property of, or on any shares of stock or Debt of, any corporation existing at the foregoingtime such corporation becomes a Domestic Subsidiary or as of the date of first issuance by the Company of Securities pursuant to this Indenture; (2) Mortgages in favor of the Company or any Domestic Subsidiary; (3) mechanic's liens, transactions tax liens, Mortgages in favor of any governmental body to secure progress, advance or other payments or the acquisition of real or personal property from such governmental body pursuant to any contract or provision of any statute, and other Mortgages incidental to construction, to the conduct of business or to the ownership of property of the Company or any Domestic Subsidiary which were not incurred in connection with the borrowing of money or the obtaining of advances or credits or the acquisition of property and do not in the aggregate materially impair the use of any Principal Domestic Manufacturing Property for the purposes for which it is held or which are being contested in good faith by the Company or such Domestic Subsidiary; (4) Mortgages on property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the cost of acquiring, substantially repairing or altering, constructing, developing or substantially improving all or any part of such property or to secure Debt incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose, provided the commitment of the creditor to extend the credit secured by any such mortgage shall have been obtained not later than 180 days after the later of (a) the completion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such property or (b) the placing in operation of such property or of such property as so substantially repaired or altered, constructed, developed or substantially improved; (5) Mortgages arising by reason of any judgment, decree or order of any court, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the sale period within which such proceedings may be initiated shall not have expired; any deposit or pledge with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Company or any Domestic Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Company or any Subsidiary; and (including 6) any forward saleextension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (1) or other transfer of: to (5), inclusive; provided that (i) oilsuch extension, gas, minerals renewal or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money replacement Mortgage shall be limited to all or a specified rate part of return the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (however determined), or a specified amount of plus improvements on such oil, gas, minerals, or other resources of a primary nature, or property) and (ii) any other interest in property of the character commonly referred to as a “production payment”, will Debt secured by such Mortgage at such time is not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiesincreased.

Limitation on Liens. So long as The Company covenants and agrees for the benefit of each series of Securities, other than any Securities are Outstanding and subject series established in or pursuant to a Board Resolution or in one or more indentures supplemental hereto which specifically provides otherwise, that the terms of this Indenture, the Corporation Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, at any time create, incur, assume or otherwise have outstanding guarantee any Lien securing Debt secured by any indebtedness for borrowed money mortgage, pledge, lien, security interest or interest thereon other encumbrance ("Lien") on any property (including shares of Capital Stock or any liability Debt) of the Corporation Company or such of any Restricted Subsidiaries under any guarantee Subsidiary, whether now owned or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Lienshereafter acquired, without also simultaneously in any such case effectively providing, concurrently with the creation, incurrence, assumption or prior thereto securingguarantee of such Debt, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are of the applicable series then Outstanding shall, so long as any such other Debt shall be so secured (and, if the Company shall so determine, any other existing Debt (or Debt thereafter in existence) created, incurred, assumed or guaranteed by the Company or any Restricted Subsidiary), be secured by any such Lien equally and ratably with or prior to any and all other Debt thereby secured, provided, however, that the foregoing covenant shall not be applicable to the following: (a) All Liens on property of the Company or any Restricted Subsidiary existing on the date of original issuance by the Company of the applicable series of Securities issued pursuant to this Indenture or such other indebtedness date as may be specified in or liabilitypursuant to a Board Resolution and set forth in an Officer's Certificate, except or in one or more indentures supplemental hereto pursuant to which such series is established; or (b) Liens on property acquired by the Company or any Restricted Subsidiary (including acquisition through merger or consolidation); provided that such Liens were in existence prior to and were not created in contemplation of such acquisition and shall not extend to any other property of the Corporation Company or any Restricted Subsidiary; or (c) Liens on any property (including, in the case of a plant or facility, the land on which it is erected and its fixtures comprising a part thereof) of the Company or any Restricted Subsidiaries Subsidiary securing the payment of all or any part of the purchase price or construction cost thereof or securing any Debt created, incurred, assumed or guaranteed prior to, at the time of or within 120 days after the latest of the acquisition of such property or the completion of such construction, for the purpose of financing all or any part of the purchase price or construction cost thereof (provided, in the case of Liens securing the payment of all or any part of the purchase price of any property of the Company or any Restricted Subsidiary, as the case may incur be, or securing any Debt created, incurred, assumed or guaranteed for the purposes of financing all or any part of such purchase price, such Liens are limited to the property then being acquired and fixed improvements thereon and the Capital Stock of any Person formed to acquire such property and provided further in the case of Liens securing the payment of all or any part of the construction cost of any property of the Company or any Restricted Subsidiary, as the case may be, or securing any Debt created, incurred, assumed or guaranteed for the purpose of financing all or any part of such construction cost, such Liens are limited to the assets or property then being constructed and the land on which such property is erected and fixtures comprising a Lien part thereof); or (d) Liens on any property to secure indebtedness all or any part of the cost of development, construction, alteration, repair or improvement of all or any part of such property, or to secure Debt created, incurred, assumed or guaranteed prior to, at the time of or within 120 days after the latest of the completion of such development, construction, alteration, repair or improvement, for borrowed money the purpose of financing all or any part of such cost (provided such Liens do not extend to or cover any property of the Company or any Restricted Subsidiary other than the property then being developed, constructed, altered, repaired or improved and the land on which such property is erected and fixtures comprising a part thereof); or (e) Liens in favor of the Company or a Restricted Subsidiary securing Debt of the Company or a Restricted Subsidiary; or (f) Liens created in connection with tax assessments or legal proceedings and mechanics' liens and materialmen's liens and other similar liens created in the ordinary course of business; or (g) Liens on property of the Company or any Restricted Subsidiary (except property consisting of the Capital Stock or Debt of the Company or any 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 department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt created, incurred, assumed or guaranteed 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 Liens (including, but not limited to, Liens created in connection with pollution control, industrial revenue bond or similar financings); or (h) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing subparagraphs (a) through (g); provided that any of the foregoing are limited to the same property subject to, and securing no more Debt than the Lien so extended, renewed or replaced. Notwithstanding the foregoing provisions of this Section 10.5, the Company and any Restricted Subsidiary may create, incur, assume or guarantee Debt of the Company or any Restricted Subsidiary which would otherwise be subject to the foregoing restrictions, without equally and ratably securing the Securities ifapplicable series of Securities, after giving effect thereto, if the aggregate principal amount of indebtedness for borrowed money all Debt secured by ▇▇▇▇▇ Liens on property (including shares of Capital Stock or Debt) of the Company and of any Subsidiary then outstanding (not including Debt permitted to be secured under subparagraphs (a) through (h) above), plus Attributable Debt of the Company and its Subsidiaries in respect of Sale/Leaseback Transactions that would otherwise be subject to the restrictions set forth in Section 10.6, does not at the time such Debt is created, incurred incurred, assumed or assumed after the date hereof and otherwise prohibited by this Indenture does not guaranteed exceed 1015% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding If a secured revolving credit facility is established or increased without equally and ratably securing outstanding Securities in compliance with the foregoingimmediately preceding paragraph, transactions then all subsequent borrowings under such as revolving credit facility shall be deemed to be permissible under this Section 10.5. For the sale purposes of this Section 10.5, the creation of a Lien on property (including shares of Capital Stock or Debt) of the Company or of any forward sale) or other transfer of: (i) oil, gas, minerals or other resources Restricted Subsidiary to secure Debt which existed prior to the creation of such Lien shall be deemed to involve the creation of Debt secured by a primary nature, whether in place or when produced, for a period of time until, or Lien in an amount equal to the principal amount secured by such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the SecuritiesLien.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Guarantor will notnot itself, and will not permit any of its Restricted Subsidiaries Motorola Domestic Subsidiary to, create, incur, assume issue, assume, or otherwise have outstanding guarantee any Debt secured by any Lien securing on any indebtedness for borrowed money or interest thereon (Principal Property of the Guarantor or any liability Motorola Domestic Subsidiary, or any shares of stock of or Debt of any Motorola Domestic Subsidiary without effectively providing that all amounts payable by the Guarantor to the Administrative Agent and the Lenders hereunder (together with, if the Guarantor shall so determine, any other Debt of the Corporation Guarantor or such Restricted Subsidiaries under any guarantee Motorola Domestic Subsidiary then existing or endorsement or thereafter created which is not subordinate to the payment of the Guaranteed Obligations and all other instrument under which amounts payable by the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries Guarantor to secure, indebtedness under this Indenture so that the Securities are Administrative Agent and the Lenders hereunder) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed after Debt plus all Attributable Debt of the date hereof Guarantor and otherwise prohibited by this Indenture does the Motorola Domestic Subsidiaries in respect of Sale and Leaseback Transactions (as defined in Section 4.06 hereof) would not exceed 105% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing; provided, transactions such as the sale however, that this Section 4.05 shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (a) Liens on Property (including any forward saleshares of stock or Debt) of any Person which are existing at the time such Person becomes a Motorola Domestic Subsidiary or at the time it is merged into or consolidated with the Guarantor or any Motorola Domestic Subsidiary; (b) Liens in favor of the Guarantor or any Motorola Domestic Subsidiary; (c) Liens in favor of any governmental body to secure progress, advance or other transfer of: payments pursuant to any contract or provision of any statute; (id) oil, gas, minerals Liens on Property (including shares of stock or other resources Debt) existing at the time of a primary nature, whether in place acquisition thereof (including acquisition through merger or when produced, for a period consolidation); (e) Liens on Property (including shares of time until, stock or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (iiDebt) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiespayment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such Property, the completion of any construction or the commencement of full operation, for the purpose of financing all or any part of the purchase price or construction cost thereof; (f) Liens on shares of capital stock of Space Systems License, Inc.; and (g) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (a) to (f), inclusive; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same Property secured by the Lien extended, renewed or replaced (plus improvements on such Property).

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and The Guarantor will not itself, nor will the Guarantor permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed (all such indebtedness for money borrowed being hereinafter in this Article VI called "Debt") secured by a Mortgage on any Principal Property or interest thereon on any shares of stock or Indebtedness of any Restricted Subsidiary, without first effectively providing that the Debt Securities of any series (together with, if the Guarantor shall so determine, any other indebtedness of the Guarantor or any liability Restricted Subsidiary which is not subordinate in right of payment to the prior right of payment in full of the Corporation or such Restricted Subsidiaries under Debt Securities of any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are series) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal amount of indebtedness for borrowed money all Debt so secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does would not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that this Section 6.06 shall not apply to, and there shall be excluded from secured Debt in any computation under this Section 6.06, Debt secured by: (1) Mortgages existing at the foregoingdate of this Indenture; (2) Mortgages on property of, transactions or on any shares of stock or Indebtedness of, any entity existing at the time such as entity is merged into or consolidated with the sale Company or the Guarantor or becomes a Restricted Subsidiary; (3) Mortgages in favor of the Guarantor or any Restricted Subsidiary; (4) Mortgages on property, shares of stock or Indebtedness existing at the time of acquisition thereof (including any forward saleacquisitions through merger, consolidation or other reorganization) or to secure the payment of all or any part of the purchase price thereof or construction thereon or to secure any Debt incurred prior to, at the time of, or within one year after the later of the acquisition, the completion of construction or the commencement of full operation of such property or within one year after the acquisition of such shares or Indebtedness for the purpose of financing all or any part of the purchase price thereof or construction thereon, it being understood that if a commitment for such financing is obtained prior to or within such one-year period, the applicable Mortgage shall be deemed to be included in this clause (4) whether or not such Mortgage is created within such one-year period; (5) Mortgages in favor of the United States of America, any State thereof, Canada, or any province thereof, or any department, agency or instrumentality or political subdivision of the United States of America, any State thereof, Canada, or any province thereof, or in favor of any other transfer of: country or any political subdivision thereof; (i6) Mortgages on minerals or geothermal resources in place, or on related leasehold or other property interests, that are incurred to finance development, production or acquisition costs (including, but not limited to, Mortgages securing advance sale obligations); (7) Mortgages on equipment used or usable for drilling, servicing or operating oil, gas, minerals coal or other resources mineral properties or geothermal properties; (8) Mortgages required by any contract or statute in order to permit the Guarantor or any of its Subsidiaries to perform any contract or subcontract made with or at the request of, the United States of America, any State thereof, Canada, any province thereof, or in favor of any other country or any political subdivision thereof or any department, agency or instrumentality of the United States, any State thereof, Canada, any province thereof or any other country or political subdivision thereof; (9) any Mortgage resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing Debt of the Guarantor or any Restricted Subsidiary or secured Debt of the Guarantor or any Restricted Subsidiary the net proceeds of which are used, substantially concurrent with the funding thereof, and taking into consideration, among other things, required notices to be given to the holders of the outstanding securities in connection with the refunding, refinancing or repurchase thereof, and the required corresponding durations thereof, to refund, refinance or repurchase all of the outstanding securities, including the amount of all accrued interest thereon and reasonable fees and expenses and premiums, if any, incurred by the Guarantor or any Restricted Subsidiary in connection therewith; and (10) any extension, renewal or replacement (or successive extensions, renewals or replacements) of any Mortgage referred to in the foregoing clauses (1) to (9) of this Section 6.06, inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or a primary naturepart of the same property (including any improvements on such property), whether shares of stock or Indebtedness that secured the Mortgage so extended, renewed or replaced. The following transactions shall not be deemed to create Debt secured by a Mortgage; (i) the sale or other transfer of oil, gas, coal or other minerals in place or when produced, for a period of time until, or in an amount such that, the purchaser transferee will realize therefrom a specified amount of money or a specified rate of return (however determined), ) or a specified amount of such oil, gas, coal or other minerals, or the sale or other resources transfer of a primary nature, or (ii) any other interest in property of the character commonly referred to as an oil, gas, coal or other mineral payment or a “production payment”, will not constitute a Lien and will not result including in any case, overriding royalty interests, net profit interests, reversionary interests and carried interests and other similar burdens on production; and (ii) the Corporation sale or other transfer by the Guarantor or a Restricted Subsidiary being required of properties to secure a partnership, joint venture or other entity whereby the SecuritiesGuarantor or such Restricted Subsidiary would retain partial ownership of such properties.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not, and The Parent will not itself, nor will the Parent permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed (all such indebtedness for money borrowed being hereinafter in this Article III called "Debt") secured by a Mortgage on any Principal Property or interest thereon (on any shares of stock or Indebtedness of any liability of the Corporation or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted LiensSubsidiary, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so first effectively providing that the Securities are of any series (together with, if the Parent shall so determine, any other indebtedness of the Guarantor or any Restricted Subsidiary which is not subordinate in right of payment to the prior right of payment in full of the Securities of any series) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal amount of indebtedness for borrowed money all Debt so secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does would not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that this Section 3.07 shall not apply to, and there shall be excluded from secured Debt in any computation under this Section 3.07, Debt secured by: (1) Mortgages existing at the foregoingdate of this Indenture; (2) Mortgages on property of, transactions or on any shares of stock or Indebtedness of, any entity existing at the time such as entity is merged into or consolidated with the sale Company or the Guarantor or becomes a Restricted Subsidiary; (3) Mortgages in favor of the Guarantor or any Restricted Subsidiary; (4) Mortgages on property, shares of stock or Indebtedness existing at the time of acquisition thereof (including any forward saleacquisitions through merger, consolidation or other reorganization) or to secure the payment of all or any part of the purchase price thereof or construction thereon or to secure any Debt incurred prior to, at the time of, or within one year after the later of the acquisition, the completion of construction or the commencement of full operation of such property or within one year after the acquisition of such shares or Indebtedness for the purpose of financing all or any part of the purchase price thereof or construction thereon, it being understood that if a commitment for such financing is obtained prior to or within such one-year period, the applicable Mortgage shall be deemed to be included in this clause (4) whether or not such Mortgage is created within such one-year period; (5) Mortgages in favor of the United States of America, any State thereof, Canada, or any province thereof, or any department, agency or instrumentality or political subdivision of the United States of America, any State thereof, Canada, or any province thereof, or in favor of any other transfer of: country or any political subdivision thereof; (i6) Mortgages on minerals or geothermal resources in place, or on related leasehold or other property interests, that are incurred to finance development, production or acquisition costs (including, but not limited to, Mortgages securing advance sale obligations); (7) Mortgages on equipment used or usable for drilling, servicing or operating oil, gas, minerals coal or other resources mineral properties or geothermal properties; (8) Mortgages required by any contract or statute in order to permit the Parent or any of its Subsidiaries to perform any contract or subcontract made with or at the request of, the United States of America, any State thereof, Canada, any province thereof, or in favor of any other country or any political subdivision thereof or any department, agency or instrumentality of the United States, any State thereof, Canada, any province thereof or any other country or political subdivision thereof; (9) any Mortgage resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing Debt of the Guarantor or any Restricted Subsidiary or secured Debt of the Guarantor or any Restricted Subsidiary the net proceeds of which are used, substantially concurrent with the funding thereof, and taking into consideration, among other things, required notices to be given to the holders of the outstanding securities in connection with the refunding, refinancing or repurchase thereof, and the required corresponding durations thereof, to refund, refinance or repurchase all of the outstanding securities, including the amount of all accrued interest thereon and reasonable fees and expenses and premiums, if any, incurred by the Guarantor or any Restricted Subsidiary in connection therewith; and (10) any extension, renewal or replacement (or successive extensions, renewals or replacements) of any Mortgage referred to in the foregoing clauses (1) to (9) of this Section 3.07, inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or a primary naturepart of the same property (including any improvements on such property), whether shares of stock or Indebtedness that secured the Mortgage so extended, renewed or replaced. The following transactions shall not be deemed to create Debt secured by a Mortgage; (i) the sale or other transfer of oil, gas, coal or other minerals in place or when produced, for a period of time until, or in an amount such that, the purchaser transferee will realize therefrom a specified amount of money or a specified rate of return (however determined), ) or a specified amount of such oil, gas, coal or other minerals, or the sale or other resources transfer of a primary nature, or (ii) any other interest in property of the character commonly referred to as an oil, gas, coal or other mineral payment or a “production payment”, will not constitute a Lien and will not result including in any case, overriding royalty interests, net profit interests, reversionary interests and carried interests and other similar burdens on production; and (ii) the Corporation sale or other transfer by the Guarantor or a Restricted Subsidiary being required of properties to secure a partnership, joint venture or other entity whereby the SecuritiesGuarantor or such Restricted Subsidiary would retain partial ownership of such properties.

Limitation on Liens. So long Effective as any Securities are Outstanding of the Implementation Date and subject to the terms until all payments required of Ford under this IndentureSettlement Agreement have been made, the Corporation will Ford shall not, and will not nor shall it permit any of its Restricted Subsidiaries Manufacturing Subsidiary to, create, incur, assume issue, assume, guarantee or otherwise have outstanding suffer to exist any Lien securing any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter called “Debt”), secured by a pledge of, or interest thereon (mortgage or lien on, any Principal Domestic Manufacturing Property of Ford or any liability Manufacturing Subsidiary, or any shares of the Corporation stock of or Debt of any Manufacturing Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgage” or “Mortgages”), without effectively providing that payment obligations by Ford under this Settlement Agreement (together with, if Ford shall so determine, any other Debt of Ford or such Restricted Subsidiaries under any guarantee Manufacturing Subsidiary then existing or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness thereafter created ranking equally with payment obligations of Ford under this Indenture so that the Securities are Settlement Agreement) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ createdDebt so secured plus all Attributable Debt of Ford and its Manufacturing Subsidiaries in respect of sale and leaseback transactions (as defined in Section 10.05 of the Indenture dated as of January 30, incurred or assumed after the date hereof 2002 between Ford and otherwise prohibited by this Indenture does The Bank of New York, as Trustee), would not exceed 105% of the Corporation’s Consolidated Net Tangible Automotive Assets. Notwithstanding the foregoing; provided, transactions such as the sale (including any forward sale) or other transfer of: however, that this Section shall not apply to Debt secured by: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time untilMortgages on property of, or in an amount on any shares of stock or of Debt of, any corporation existing at the time such that, the purchaser will realize therefrom corporation becomes a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or Manufacturing Subsidiary; (ii) Mortgages in favor of Ford or any Manufacturing Subsidiary; (iii) Mortgages in favor of any governmental body to secure progress, advance or other interest in property payments pursuant to any contract or provision of any statute; (iv) Mortgages on property, shares of stock or Debt existing at the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation time of acquisition thereof (including acquisition through merger or a Restricted Subsidiary being required consolidation) or to secure the Securitiespayment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares of Debt for the purpose of financing all or any part of the purchase price thereof; and (v) any extension, renewal or replacement (or successive extensions renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (i) to (iv), inclusive; provided that such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property).

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries to, createincur, incurissue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed money (“Debt”) secured by pledge of, or interest thereon (Lien, deed of trust or other lien on, any Principal Property owned by the Company or any liability Restricted Subsidiary, or any shares of stock or other ownership interests or Debt of any Restricted Subsidiary held by the Company or any Restricted Subsidiary (collectively, “Liens”), without effectively providing that the Notes of all series (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Notes) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ createdDebt which would otherwise be prohibited, incurred or assumed after plus all Attributable Debt of the date hereof Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions which would otherwise be prohibited by this Indenture does Section 4.09 would not exceed 10the sum of 15% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing; provided, transactions such as the sale that this Section 4.08 shall not apply to, and there shall be excluded from secured Debt in any computation under this Section 4.08, Debt secured by: (including 1) Liens on property of, or on any forward sale) shares of stock or other transfer ownership interests or Debt of: , any corporation or any other entity existing at the time such corporation or entity becomes a Restricted Subsidiary; (2) Liens to secure indebtedness of any Restricted Subsidiary to the Company or to another Restricted Subsidiary; (3) Liens for taxes, assessments or governmental charges or levies (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, that are not then due and delinquent or (ii) the validity of which is being contested in good faith by appropriate proceedings; (4) Liens of materialmen, mechanics, carriers, workmen, repairmen, landlords or other like Liens, or deposits to obtain the release of these Liens; (5) Liens arising under an order of attachment or restraint or similar legal process so long as the execution or enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith; (6) Liens (i) to secure public or statutory obligations, (ii) to secure payment of workmen’s compensation, (iii) to secure performance in connection with tenders, leases of real property, bids or contracts or (iv) to secure (or in lieu of) surety or appeal bonds and Liens made in the ordinary course of business for similar purposes; (7) Liens in favor of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States or any state thereof, or in favor of any other interest in property country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute (including Debt of the character commonly referred pollution control or industrial revenue bond type) or to secure any Debt 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 Liens; (8) Liens on property (including any lease which should be capitalized on the lessee’s balance sheet in accordance with generally accepted accounting principles), shares of stock or other ownership interests or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation or through purchase or transfer of the properties of a corporation or any other entity as a “production payment”, will not constitute a Lien and will not result in the Corporation an entirety or a Restricted Subsidiary being required substantially as an entirety) or to secure the Securities.payment of all or any part of the purchase price or construction cost or improvement cost thereof or to secure any Debt incurred prior to, at the time of or within one (1) year after the acquisition of such property or shares or other ownership interests or Debt or the completion of any such construction (including any improvements on an existing property) or the commencement of commercial operation of such property, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; (9) Liens existing as of the Issue Date; and (10) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (1) through (9), inclusive; provided that (i) such extension, renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by such Lien at such time is not increased;

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed money (“Debt”) secured by pledge of, or interest thereon (mortgage, deed of trust or other lien on, any Principal Property owned by the Company or any liability Restricted Subsidiary, or any shares of stock or other ownership interests or Debt of any Restricted Subsidiary held by the Company or any Restricted Subsidiary (“Liens”), without effectively providing that the Securities of all series (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Securities) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ createdDebt which would otherwise be prohibited, incurred or assumed after plus all Attributable Debt of the date hereof Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions (as defined in Section 9.10) which would otherwise be prohibited by this Indenture does Section 9.10 would not exceed the sum of 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing; provided, transactions such as the sale that this Section shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (including a) Liens on property of, or on any forward sale) shares of stock or other transfer ownership interests or Debt of: , any corporation or any other entity existing at the time such corporation or entity becomes a Restricted Subsidiary; (b) Liens to secure indebtedness of any Restricted Subsidiary to the Company or to another Restricted Subsidiary; (c) Liens for taxes, assessments or governmental charges or levies in each case (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, not then due and delinquent or (ii) any the validity of which is being contested in good faith by appropriate proceedings, and materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s, landlords’ or other interest in property like Liens, or deposits to obtain the release of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.such Liens;

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue or assume or otherwise have outstanding any Debt secured by any Lien securing on any indebtedness for borrowed money or interest thereon (Principal Property owned by the Company or any liability Restricted Subsidiary, and the Company will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue or assume any Debt secured by any Lien on any shares of stock or Debt of any Restricted Subsidiary (such shares of stock or Debt of any Restricted Subsidiary being called "Restricted Securities"), without in any such case effectively providing that the Notes (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Notes) shall be secured equally and ratably with (or prior to to) such secured Debt, for so long as such other indebtedness or liabilitysecured Debt shall be so secured, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, unless after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed Debt then outstanding plus the Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions involving Principal Properties entered into after the date hereof of the first issuance by the Company of Notes under this Supplemental Indenture (other than Sale and otherwise prohibited Leaseback Transactions permitted by this Indenture does paragraph (b) of Section 3.02 hereof) would not exceed an amount equal to 10% of the Corporation’s Company's Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that nothing contained in this Section 3.01 shall prevent, restrict or apply to, and there shall be excluded from secured Debt in any computation under this Section 3.01, Debt secured by: (a) Liens on any Principal Property or Restricted Securities of the foregoing, transactions Company or any Subsidiary existing as of the date of the first issuance by the Company of the Notes; (b) Liens on any Principal Property or Restricted Securities of any Person existing at the time such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of Person becomes a primary nature, whether in place or when produced, for a period of time untilRestricted Subsidiary, or in an amount arising thereafter whether or not the obligations secured by such that, Liens are assumed by the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation Company or a Restricted Subsidiary being required (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to secure contractual commitments entered into prior to and not in contemplation of such Person's becoming a Restricted Subsidiary; (c) Liens on any Principal Property or Restricted Securities of the Securities.Company or any Subsidiary existing at the time of acquisition thereof (including acquisition through merger or consolidation or acquisition of stock or assets or otherwise) or securing the payment of all or any part of the purchase price or construction cost of the Principal Property or Restricted Securities or securing any Debt incurred prior to, at the time of or within 180 days after the acquisition of such Principal Property or Restricted Securities or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof (provided

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise have outstanding suffer to exist any Lien securing upon any indebtedness for borrowed money property or interest thereon assets of any kind (real or personal, tangible or intangible) of the Borrower or any liability of its Subsidiaries, whether now owned or hereafter acquired, except: (a) Permitted Liens; (b) Liens (i) arising under the Credit Documents or (ii) to secure Indebtedness under the ITC Revolving Credit Agreement, up to $25,000,000, or the First Mortgage Indenture; (c) Liens existing on the Closing Date and as set out on Schedule IV; (d) Liens existing on the assets or Capital Stock of any Person that becomes a Subsidiary, or existing on assets acquired; provided that such Liens attach at all times only to the same assets that such Liens attached to and secure only the same Indebtedness that such Liens secured, immediately prior to such acquisition; (e) Liens in favor of the Corporation Borrower or such Restricted Subsidiaries under any guarantee Subsidiary; (f) Liens in favor of the United States of America or endorsement any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof or political entity affiliated therewith, to secure partial, progress, advance or other instrument under which payments, or other obligations, pursuant to any contract or statute to secure any Indebtedness incurred for the Corporation purpose of financing all or any part of the cost of acquiring, constructing or improving property subject to such Restricted Subsidiaries are contingently liableLiens (including Liens incurred in connection with pollution control, either industrial revenue or similar financings); (g) Liens on any property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property, whether directly or indirectly, by way of share disposition or otherwise; provided that 180 days from the creation of such Liens the Borrower or the relevant Subsidiary shall have disposed of such property and any Indebtedness secured by such Liens shall be without recourse to the Borrower or any Subsidiary; (h) Rights of other Persons to take minerals, timber, gas, water or other products produced by the Borrower or by other Persons on the property of the Borrower; (i) Liens pursuant to “Sale and Leaseback Transactions” as permitted by Section 10.10 of the Indenture (as in effect on the date hereof); (k) 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 Borrower or any Subsidiary with respect to which the Borrower or such Subsidiary is in good faith prosecuting an appeal or proceedings for borrowed money review; or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so Liens that the Securities are secured equally and ratably with Borrower or prior any Subsidiary incurs for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Borrower or such other indebtedness or liability, except that Subsidiary is a party; (l) Liens which have been bonded for the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing full amount in dispute; (m) additional Liens so long as the Securities if, after giving effect thereto, the aggregate principal amount of indebtedness for borrowed money the obligations so secured plus the “Attributable Value” (as defined in the Indenture as in effect on the date hereof) of Sale and Leaseback Transactions entered into pursuant to the penultimate paragraph of Section 10.10 of the Indenture (as in effect on the date hereof) during the term of this Agreement does not exceed the greater of 10% of Net Tangible Assets (as defined in the Indenture as in effect on the date hereof) and 10% of Consolidated Capitalization (as defined in the Indenture as in effect on the date hereof) at any time; (n) Liens on any property acquired, constructed or improved by ▇▇▇▇▇ created, incurred the Borrower or assumed any Subsidiary after the date hereof and otherwise prohibited by this Indenture does not exceed 10% which are created or assumed contemporaneously with such acquisition, construction or improvement, or within 270 days after the completion thereof, to secure or provide for the payment of all or any part of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoingcost of such acquisition, transactions such as the sale construction or improvement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date hereof; and (o) the replacement, extension or renewal of any forward saleLien permitted by clauses (a) or other transfer of: through (in) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, above upon or in an the same assets theretofore subject to such Lien or the replacement, extension or renewal (without increase in the amount such that, or change in any direct or contingent obligor except to the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (iiextent otherwise permitted hereunder) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the SecuritiesIndebtedness secured thereby.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company agrees that it will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for borrowed money (“Debt”), secured by a Mortgage upon any Operating Property owned by, or interest thereon (leased to, the Company or any liability of its Restricted Subsidiaries, or upon shares of capital stock or Debt issued by any Restricted Subsidiary and owned by the Company or any Restricted Subsidiary, at the issue date of each applicable series of Outstanding Securities or thereafter acquired, without effectively providing concurrently that such Outstanding Securities hereunder (together with, if the Company shall so determine, any other Debt of the Corporation Company or any Restricted Subsidiary then existing or thereafter created which is not subordinate in right of payment to such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Outstanding Securities) shall be secured equally and ratably with with, or at the option of the Company, prior to such Debt so long as such Debt shall be so secured; provided, however, that this Section shall not apply to Debt secured by the following, and the Debt so secured shall be excluded from any computation under the next succeeding paragraph below: (1) Mortgages on property existing at the time of the acquisition thereof; (2) Mortgages on property of a Corporation or other indebtedness entity existing at the time such Corporation or liabilityother entity is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, except lease or other disposition of the properties of such Corporation or other entity (or a division of such Corporation or other entity) as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary, provided that any such Mortgage does not extend to any property owned by the Company or any Restricted Subsidiary immediately prior to such merger, consolidation, sale, lease or disposition; (3) Mortgages on property of a Corporation or other entity existing at the time such Corporation or other entity becomes a Restricted Subsidiary; (4) Mortgages in favor of the Company or a Restricted Subsidiary; (5) Mortgages to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure Debt incurred to provide funds for any such purpose, provided that the Corporation commitment of the creditor to extend the credit secured by any such Mortgage shall have been obtained not later than 365 days after the later of (A) the completion of the acquisition, construction, development or improvement of such property or (B) the placing in operation of such property; (6) Mortgages in favor of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States or any state thereof, or in favor of any other country, or any department, agency or instrumentality or any political subdivision thereof, to secure partial, progress, advance or other payments; and (7) Mortgages existing on the issue date of the applicable series of Outstanding Securities or any extension, renewal, replacement or refunding of any Debt secured by a Mortgage existing on the issue date of the applicable series of Outstanding Securities or referred to in clauses (1) to (3) or (5) of this Section 10.5, provided that the principal amount of Debt secured thereby and not otherwise authorized by clauses (1) to (3) or (5) shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. Notwithstanding the restrictions described above, the Company and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money create, incur, issue, assume or guarantee Debt secured by Mortgages without equally and ratably securing the Outstanding Securities if, at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect theretothereto and to the retirement of any Debt which is concurrently being retired, the principal aggregate amount of indebtedness for borrowed money all such Debt secured by ▇▇▇▇▇ createdMortgages (other than (i) any Debt secured by Mortgages permitted as described in clauses (1) through (7) of the immediately preceding paragraph and (ii) any Debt secured in compliance with the first paragraph of this Section 10.5) that would otherwise be subject to these restrictions, incurred or assumed after the date hereof together with all Attributable Debt with respect to Sale and otherwise prohibited by this Indenture Leaseback Transactions (other than with respect to certain Sale and Leaseback Transactions that are permitted under paragraph (b) of Section 10.6 below) does not exceed 1015% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding guarantee any Lien securing Debt secured by a Mortgage, on any Restricted Property, or on any shares of stock, ownership interests in, or indebtedness for borrowed money of a Restricted Subsidiary, without effectively providing concurrently with the incurrence, issuance, assumption or interest thereon guarantee of such secured Debt that the Securities (together with, if the Company shall so determine, any other indebtedness or any liability other obligation of the Corporation Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under which thereafter created ranking on a parity with the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Securities) shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured Debt (excluding any Debt secured by ▇▇▇▇▇ createdMortgages of the types referred to in clauses (a) through (e) below) plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions (as defined in Section 4.09) involving Restricted Property, incurred or assumed after but excluding any Attributable Debt in respect of any such Sale and Leaseback Transactions, the date hereof and otherwise prohibited by this Indenture does proceeds of which have been applied to the retirement of Funded Debt pursuant to clause (c) of Section 4.09, would not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding ; provided, however, that this Section 4.08 shall not apply to: (a) Mortgages existing on the foregoingdate of first issuance of a series of Securities; (b) Mortgages on property of, transactions or on any shares of stock, ownership interests in or indebtedness of, any Person existing at the time such as Person becomes a Subsidiary or a Restricted Subsidiary; (c) Mortgages on property existing at the sale time of acquisition thereof (including any forward saleacquisition through merger or consolidation) or other transfer to secure the payment of all or any part of the purchase price or cost of construction, development, expansion or improvement thereof or to secure any indebtedness incurred prior to, at the time of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such thatwithin 12 months after, the purchaser will realize therefrom acquisition or completion of construction, development, expansion or improvement of such property or its commencement of commercial operations for the purpose of financing all or any part of the purchase price or cost of construction, development, expansion or improvement thereof; (d) Mortgages in favor of the Company or any Restricted Subsidiary; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a specified amount whole or in part, of money any Mortgage referred to in the foregoing clauses (a) to (d), inclusive; provided, that such extension, renewal or replacement Mortgage shall be limited to all or a specified rate part of return the same property that secured the Mortgage extended, renewed or replaced (however determinedplus improvements on such property), or . The following types of transactions shall not be deemed to create Debt secured by a specified amount Mortgage within the meaning of such oil, gas, minerals, or other resources the foregoing paragraph: the Mortgage of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”Company or any Subsidiary in favor of the United States, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required any state, or any entity, department, agency, instrumentality or political subdivision of either, to secure partial, progress, advance or other payments to the SecuritiesCompany or any Subsidiary pursuant to the provisions of any contract or statute, or the Mortgage of any property to secure indebtedness of the pollution control, industrial revenue or other revenue bond type.

Limitation on Liens. So long as any Securities are Outstanding and subject The following provisions shall apply to the terms Securities of this Indentureeach series unless specifically otherwise provided in a Board Resolution, the Corporation Officers' Certificate or indenture supplemental hereto as provided pursuant to Section 2.03. (a) The Issuer will notnot issue or assume, and will not permit any Restricted Subsidiary to issue or assume, any Debt secured by any mortgage, pledge, lien or other encumbrance (mortgages, pledges, liens and other encumbrances being hereinafter called "Mortgage" or "Mortgages") upon any Principal Manufacturing Property, or shares of its capital stock or Debt of any Restricted Subsidiaries toSubsidiary (whether such Principal Manufacturing Property, createshares of stock or Debt is now owned or hereafter acquired) without in any such case effectively providing, incurconcurrently with the issuance or assumption of such Debt, assume or otherwise have outstanding that the Securities (together with, if the Issuer shall so determine, any Lien securing any indebtedness for borrowed money or interest thereon (or any liability other Debt of the Corporation Issuer or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that Subsidiary ranking equally with the Securities are and then existing or thereafter created) shall be secured equally and ratably with such Debt; provided, that the foregoing restrictions shall not apply to: (i) Mortgages on any Principal Manufacturing Property hereafter acquired by the Issuer or a Restricted Subsidiary prior to, at the time of, or within 120 days after the latest of the acquisition, completion of construction (including any improvements on an existing property) or commencement of commercial operation of such property, to secure or provide for the payment or financing of all or any part of the purchase price thereof or construction of fixed improvements thereon, or, in addition to assumptions in transactions contemplated by subparagraph (ii) below, the assumption of any Mortgage upon any such property hereafter acquired existing at the time of such acquisition, or the acquisition of any such property subject to any Mortgage without the assumption thereof; provided, that the aggregate principal amount of Debt secured by any such Mortgage so issued, assumed or existing shall not exceed 100% of the cost of such Principal Manufacturing Property to the corporation acquiring the same or of the fair value thereof (as determined by resolution adopted by the Board of Directors) at the time of such acquisition, whichever is less, and provided, further, that in the case of any such acquisition, construction or improvement the Mortgage shall not apply to any property theretofore owned by the Issuer or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (ii) the assumption of any Mortgage on any Principal Manufacturing Property of a corporation which is merged into or consolidated with the Issuer or a Restricted Subsidiary or substantially all the assets of which are acquired by the Issuer or a Restricted Subsidiary; (iii) Mortgages on any Principal Manufacturing Property of the Issuer 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 Debt incurred or guaranteed for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such other indebtedness Mortgages (including Mortgages incurred in connection with pollution control, industrial revenue, Title XI maritime financings or liabilitysimilar financings); (iv) any extension, except renewal or replacement (or successive extensions, renewals or replacements) in whole or in part, of any Mortgage referred to in the foregoing clauses (i) through (iii); provided, however, that the Corporation principal amount of Debt so secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and its that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed or replaced (plus improvements and construction on such property); and (v) Mortgages securing Debt of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary. (b) Notwithstanding the provisions of subsection (a) of this Section 3.06, the Issuer or any one or more Subsidiaries may incur issue or assume Debt secured by a Lien Mortgage in addition to secure indebtedness for borrowed money without securing those permitted by subsection (a) of this Section 3.06 and renew, extend or replace such Mortgages; provided, that at the Securities iftime of such creation, assumption, renewal, extension or replacement, and after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture Exempted Debt does not exceed 105% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to For the terms benefit of this Indenturethe Notes, the Corporation Company will not, and nor will not the Company permit any of its Restricted Subsidiaries Manufacturing Subsidiary to, create, incur, issue or assume or otherwise have outstanding any Lien securing Debt secured by a Mortgage upon any indebtedness for borrowed money or interest thereon (Principal Domestic Manufacturing Property of the Company or any liability Manufacturing Subsidiary or upon any shares of stock or indebtedness of any Manufacturing Subsidiary (whether such Principal Domestic Manufacturing Property, shares of stock or indebtedness are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance or assumption of any such Debt that the Notes (together with, if the Company shall so determine, any other indebtedness of the Corporation Company or such Restricted Subsidiaries under any guarantee Manufacturing Subsidiary ranking equally with the Notes and then existing or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are thereafter 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 all other Debt of the Company and its Manufacturing Subsidiaries which (if originally issued or assumed at such time) would otherwise be subject to the foregoing restrictions, but not including Debt permitted to be secured under clauses (i) through (vii) of the immediately following paragraph, does not at the time exceed 15% of the Consolidated Tangible Assets of the Company. The above restrictions shall not apply to Debt secured by: (i) Mortgages on property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (ii) Mortgages on property existing at the time of acquisition thereof or to secure the payment of all or any part of the purchase or construction price of property, or to secure Debt incurred for the purpose of financing all or part of the purchase or construction price of property or the cost of improvements on property, which Debt is incurred prior to, at the time of, or within 180 days after the later of such acquisition or completion of such improvements or construction or commencement of full operation of such property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to the Company or to another Manufacturing Subsidiary; (iv) Mortgages on property of a corporation existing at the time such corporation is merged or consolidated with the Company or a Manufacturing Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Company or a Manufacturing Subsidiary; (v) Mortgages 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 the cost of construction or improvement of the property subject to such other indebtedness Mortgages (including, without limitation, Mortgages incurred in connection with pollution control, industrial revenue or liabilitysimilar financing); (vi) Mortgages existing on May 12, except 2020; or (vii) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in the foregoing clauses (i) to (vi) or in this clause (vii); provided, however, that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money Debt secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does thereby shall not exceed 10% the principal amount of Debt 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 Corporation’s Consolidated Net Tangible Assets. Notwithstanding property which secured the foregoingMortgage so extended, transactions renewed or replaced (plus improvements on such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determinedproperty), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Guarantor will notnot itself, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding guarantee any Lien securing Debt secured after the date hereof by pledge of, or mortgage or lien on (herein referred to as "Lien"), any indebtedness for borrowed money or interest thereon (Principal Property of the Guarantor or any liability Restricted Subsidiary or any shares of Capital Stock of or Debt of any Restricted Subsidiary, without effectively providing that the Securities (together with, if the Guarantor shall so determine, any other Debt of the Corporation Guarantor or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Securities) shall be secured equally and ratably with or (or, at the option of the Guarantor, prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless, after giving effect thereto, the principal aggregate amount of indebtedness all such secured Debt of the Guarantor and the Restricted Subsidiaries, would not at that time exceed 10% of Consolidated Net Tangible Assets; provided, however, that this Section 10.04 shall not apply to, and there shall be excluded from secured Debt in any computation under this Section 10.04, Debt secured by: (1) Liens on any property or any interest therein, construction thereon or improvement thereto to secure all or any part of the costs incurred after the date hereof for borrowed money secured by surveying, exploration, drilling, mining or other extraction, development, construction, alteration, repair or improvement of, in, under or on such property or to secure Debt incurred to provide funds for any such purpose (it being understood that, in the case of oil, gas or mineral properties, or interests therein, costs incurred after the date hereof for "development" shall include costs incurred for all facilities relating to such properties or to projects, ventures or other arrangements of which such properties form a part or which relate to such properties or interests, which facilities may include, without limitation, any drilling equipment, production equipment and platforms or mining equipment, pipelines, pumping stations or other pipeline facilities; terminals or warehouses or storage facilities; bulk plants; production, separation, dehydration, extraction, treating and processing facilities; gasification or gas liquefying facilities, flares, stacks or burning towers; flotation mills, crushers and ore handling facilities; tank cars, tankers, barg▇▇, ships, trucks, automobiles, airplanes or other marine, automotive, aeronautical or other similar moveable facilities or equipment; computer systems and associated programs or office equipment; roads, airports and docks (including drydocks); reservoirs or waste disposal facilities; sewers, generating plants or electric lines; telephone and telegraph lines, radio and other communications facilities; townsites, housing facilities, recreation halls, stores and other related facilities; and similar facilities and equipment of or associated with any of the foregoing, whether or not in whole or in part located or from time to time located at or on such properties, projects, ventures or the situs of such other arrangements; (2) Liens or the creation of encumbrances on an oil and/or gas or mineral producing property to secure obligations incurred or guarantees of obligations incurred in connection with or necessarily incidental to commitments of purchase or sale of, or the transportation or distribution of, the products derived from such property; (3) Liens on drilling equipment, production equipment and platforms or mining equipment, pipelines, pumping stations or other pipeline facilities; terminals or warehouses or storage facilities; bulk plants; production, separation, dehydration, extraction, treating and processing facilities; gasification or gas liquefying facilities, flares, stacks or burning towers; flotation mills, crushers and ore handling facilities; tank cars, tankers, ▇▇▇▇▇ createdes, incurred ships, trucks, automobiles, airplanes or assumed after the date hereof other marine, automotive, aeronautical or other similar moveable facilities or equipment; computer systems and otherwise prohibited by this Indenture does not exceed 10% associated programs or office equipment; roads, airports and docks (including drydocks); reservoirs or waste disposal facilities; sewers, generating plants or electric lines; telephone and telegraph lines, radio and other communications facilities; townsites, housing facilities, recreation halls, stores and other related facilities; real and personal property used primarily for purposes other than those of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding Principal Properties; and similar facilities and equipment of or associated with any of the foregoing, transactions whether or not in whole or in part located or from time to time located at or on such properties, projects, ventures or the situs of such other arrangements; (4) Liens on property existing at the time of acquisition of such property or mortgages to secure the payment of all or any part of the purchase price of such property or to secure any Debt, incurred prior to, at the time of or within 24 months after the ac- quisition of such property for the purpose of financing all or any part of the purchase price thereof; (5) Liens (a) in favor of the United States of America or any State thereof, or any other country, or any municipality therein or any political subdivision, department, agency or instrumentality of any of them to secure moneys borrowed from or by such authorities, whether or not such moneys are borrowed or the repayment thereof is guaranteed by the Guarantor or by a Restricted Subsidiary, including, without limitation, Liens to secure Debt issued, assumed or guaranteed in pollution control or industrial revenue bond financings, or (b) to secure the performance of any covenant or obligation to or in favor of or entered into at the request of such authorities where such security is required pursuant to any contract, order, direction, regulation or statute; (6) Liens in existence prior to the date hereof; (7) Liens by any Restricted Subsidiary pursuant to the terms of any trust deed or similar document entered into by such Restricted Subsidiary, or by a predecessor of such Restricted Subsidiary, prior to the date when it became a Subsidiary; (8) Liens existing on any of the properties of, or on any shares of Capital Stock or Debt of, a corporation (including, but not limited to, a Restricted Subsidiary) at the time when such corporation becomes a Subsidiary or is consolidated with or merged into the Guarantor or a Subsidiary or Liens existing upon property, Capital Stock or Debt at the time of acquisition thereof; (9) Liens which secure only indebtedness owing by a Subsidiary to the Guarantor or by a Subsidiary or the Guarantor to a Subsidiary; (10) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (1) to (9) inclusive, so long as such extension, renewal or replacement of such Lien is limited to all or any part of the same property, shares of Capital Stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property); (11) pledges or deposits under workmen's compensation, unemployment insurance or similar statutes, mechanics', workmen's, repairmen's, materialmen's, carriers' or other similar Liens arising in the ordinary course of business or deposits or pledges to obtain the release of any such Liens; (12) Liens (a) created by or resulting from any litigation or other proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary, with respect to which the Guarantor or such Restricted Subsidiary is in good faith prosecuting an appeal or proceeding for review, or (b) incurred by the Guarantor or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any legal proceeding to which the Guarantor or such Restricted Subsidiary is a party; (13) 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 other Liens of a nature similar to those hereinabove described in this clause (13) which do not, in the opinion of the Guarantor or such Restricted Subsidiary, materially impair the use of such property in the operation of the business of the Guarantor or such Restricted Subsidiary or the value of such property for the purpose of such business; (14) easements, rights-of-way, restrictions and other similar charges or encumbrances not interfering with the ordinary conduct of the business of the Guarantor or any Restricted Subsidiary; and (15) Liens secured by pipeline assets of El Paso Natural Gas Company; and provided, further, that the following types of transactions, among others, shall not be deemed to create Debt secured by a Lien: the sale (including any forward sale) or other transfer of: of (i) oil, gas, minerals gold or other resources of a primary natureminerals, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), ) or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “"production payment”, will not constitute a Lien and will not result in "ore payment", "royalty interest", "overriding royalty interest", or "mineral payment", or farmouts, the Corporation creation of working interest, joint operating or a Restricted Subsidiary being required to secure the Securitiesunitization agreements, or other similar transactions.

Limitation on Liens. So long as any Securities are Outstanding (a) The Issuer and subject to the terms of this Indenture, the Corporation Parent will not, and will not permit any Subsidiary of its Restricted Subsidiaries the Issuer to, create, incur, issue, assume or otherwise have outstanding guarantee any Debt secured by a Lien securing upon (a) any indebtedness for borrowed money Property of the Issuer, Parent or interest thereon such Subsidiary, or (b) any shares of Capital Stock or Debt issued by any Subsidiary of the Issuer and owned by the Issuer, Parent or any liability Subsidiary of the Corporation Issuer, whether owned on the Issue Date or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liensthereafter acquired, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so effectively providing concurrently that the Securities Notes then outstanding under the Indenture are secured equally and ratably with or or, at the option of the Issuer, prior to such Debt so long as such Debt shall be so secured. (b) The foregoing restriction shall not apply to, and there shall be excluded from Debt (or any guarantee thereof) in any computation under such restriction, Debt (or any guarantee thereof) secured by: (1) Liens on any property existing at the time of the acquisition thereof; (2) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Issuer, Parent or a Subsidiary of the Issuer or at the time of a sale, lease or other indebtedness disposition of the properties of such Person (or liabilitya division thereof) as an entirety or substantially as an entirety to the Issuer, except Parent or a Subsidiary of the Issuer; provided that any such Lien does not extend to any property owned by the Issuer, Parent or any Subsidiary of the Issuer immediately prior to such merger, consolidation, sale, lease or disposition; (3) Liens on property of a Person existing at the time such Person becomes a Subsidiary of the Issuer; (4) Liens in favor of the Issuer, Parent or a Subsidiary of the Issuer; (5) Liens to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure Debt incurred to provide funds for any such purpose; provided that the Corporation and its Restricted Subsidiaries may incur commitment of the creditor to extend the credit secured by any such Lien shall have been obtained no later than 360 days after the later of (a) the completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property; provided further that such Liens do not extend to any property other than such property subject to acquisition, construction, development or improvement; (6) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; (7) Liens existing on the Issue Date or any extension, renewal, replacement or refunding of any Debt (or any guarantee thereof) secured by a Lien existing on the Issue Date or referred to secure indebtedness for borrowed money without in clauses (1)-(3) or (5); provided that any such extension, renewal, replacement or refunding of such Debt (or any guarantee thereof) shall be created within 360 days of repaying the Debt (or any guarantee thereof) secured by the Lien referred to in clauses (1)-(3) or (5) and the principal amount of the Debt (or any guarantee thereof) secured thereby and not otherwise authorized by clauses (1)-(3) or (5) shall not exceed the principal amount of Debt (or any guarantee thereof), plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding; provided further that this clause (7) shall not include Liens securing the Securities Credit Agreement or any extension, renewal, replacement or refunding thereof; (8) Liens securing hedging obligations entered into in the ordinary course of business; (9) Liens on assets of Foreign Subsidiaries of the Issuer and the capital stock of such Foreign Subsidiaries securing Debt (or any guarantee thereof) not in excess of the greater of (i) 5% of Consolidated Total Assets of all such Foreign Subsidiaries and (ii) $125.0 million in the aggregate at the time of determination; (10) Liens securing Debt (or any guarantee thereof) of the Issuer, Parent or any Subsidiary of the Issuer not exceeding $300.0 million in the aggregate at the time of determination; (11) Liens securing Non-Recourse Debt or Exempt Construction Loans or guarantees thereof on assets or Capital Stock of Subsidiaries of the Issuer formed solely for the purpose of, and which engage in no business other than the business of making Co-investments; (12) Liens on commercial and multi-family residential mortgage loans originated and owned by a Mortgage Banking Subsidiary pursuant to a Mortgage Warehousing Facility; and (13) Liens on investments made by the Issuer or any Subsidiary of the Issuer pursuant to a Loan Arbitrage Facility, if such investments were acquired by such Person with the proceeds of Debt borrowed under such Loan Arbitrage Facility. (c) Notwithstanding the restrictions described above, the Issuer, Parent and any Subsidiaries of the Issuer may create, incur, issue, assume or guarantee Debt secured by Liens without equally and ratably securing the Notes then outstanding if, at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto, thereto and to the principal retirement of any Debt which is concurrently being retired, (1) the aggregate amount of indebtedness for borrowed money all such Debt secured by ▇▇▇▇▇ createdLiens which would otherwise be subject to such restrictions (other than any Debt (or any guarantee thereof) secured by Liens permitted as described in clauses (1)-(13) of Section 4.03(b) plus (2) all Attributable Debt of the Issuer, incurred or assumed after Parent and the date hereof and otherwise prohibited by this Indenture does Subsidiaries of the Issuer in respect of Sale/Leaseback Transactions with respect to Properties (with the exception of such transactions that are permitted under clauses (1)-(4) of the first sentence of Section 4.03(a)) would not exceed 10% the greater of (x) $2.95 billion and (y) the Corporation’s amount that would cause the Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred Secured Debt Ratio to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required exceed 3.25 to secure the Securities1.0.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation will not(a) The Company shall not itself, and will shall not permit any of its Restricted Subsidiaries Domestic Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed money evidenced by notes, bonds, debentures or interest thereon other similar evidences of indebtedness (“Debt”), secured by a mortgage or other encumbrance (a “Mortgage”) on any Principal Manufacturing Property of the Company or any liability Domestic Subsidiary, or any shares of the Corporation stock or such Restricted Subsidiaries under Debt of any guarantee or endorsement or other instrument under Domestic Subsidiary which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liensowns a Principal Manufacturing Property, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so effectively providing that the Securities are Notes shall be secured equally and ratably with (or prior to to) such other indebtedness secured Debt, so long as such secured Debt shall be so secured; provided, however, that this Section shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by: (1) Mortgages of the Company or liabilityits Domestic Subsidiaries existing at the time of this Indenture; (2) Mortgages on property of, except that or on any shares of stock of, any corporation existing at the Corporation and its Restricted Subsidiaries may incur time such corporation becomes a Lien Domestic Subsidiary; (3) Mortgages on property or shares of stock of a Domestic Subsidiary existing at the time of acquisition thereof (including acquisitions through merger or consolidation) or to secure indebtedness the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or shares or the completion of any such construction and commencement of full operation of such property for borrowed money the purpose of financing all or any part of the purchase price or construction cost thereof; (4) Mortgages in favor of the Company or any Domestic Subsidiary; (5) Mortgages in favor of the United States of America, any State of the United States of America, or any subdivision, agency, department or other instrumentality thereof, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute; and (6) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Debt secured by any Mortgage referred to in the foregoing clauses (1) to (5), inclusive; provided that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property or shares of stock that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by such Mortgage at such time is not increased. (b) Notwithstanding the limitations on liens described in Section 4.07(a), the Company or any Domestic Subsidiary may incur, issue, assume or guarantee any Debt secured by a Mortgage on any Principal Manufacturing Property of the Company or its Domestic Subsidiaries or any shares of stock or Debt of any Domestic Subsidiary which owns a Principal Manufacturing Property, in addition to that permitted above and without securing any obligation to secure the Securities ifNotes, provided that at the time of such incurrences, issuance, assumption or guarantee of such Debt, and after giving effect thereto, the principal amount of indebtedness for borrowed money secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture Exempted Debt does not exceed 1015% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property Assets of the character commonly referred to Company and its Subsidiaries, taken as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitieswhole.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, not itself and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, assume issue, assume, or otherwise have outstanding guarantee any Lien securing any Securities, bonds, debentures or other similar evidences of indebtedness for borrowed money borrowed, secured by a Mortgage on any Restricted Property, or interest thereon on any shares of stock or indebtedness of a Restricted Subsidiary, without effectively providing concurrently with the incurrence, issuance, assumption or guarantee of such secured indebtedness that the Securities of each series (or together with, if the Company shall so determine, any liability other indebtedness of the Corporation Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that thereafter created ranking on a parity with the Securities are of each series) shall be secured equally and ratably with (or prior to to) such other secured indebtedness, so long as such secured indebtedness or liabilityshall be so secured, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifunless, after giving effect thereto, the principal aggregate amount of all such secured indebtedness for borrowed money (excluding any indebtedness secured by ▇▇▇▇▇ createdMortgages of the types referred to in clauses (a) through (d) below) plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 3.06) involving Restricted Property, incurred or assumed after but excluding any Attributable Debt in respect of any such sale and leaseback transactions, the date hereof and otherwise prohibited by this Indenture does proceeds of which have been applied to the retirement of Funded Debt pursuant to clause (e) of Section 3.06, would not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding Assets as shown on the foregoinglatest audited consolidated financial statements of the Company; provided, transactions however, that this Section 3.05 shall not apply to: (a) Mortgages on property of, or on any shares of stock or indebtedness of, any Person existing at the time such as corporation becomes a Subsidiary; (b) Mortgages on property existing at the sale time of acquisition thereof (including any forward saleacquisition through merger or consolidation) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiespayment of all or any part of the purchase price or cost of construction, development, expansion or improvement thereof or to secure any indebtedness incurred prior to, at the time of, or within 12 months after, the acquisition or completion of construction, development, expansion or improvement of such property for the purpose of financing all or any part of the purchase price or cost of construction, development, expansion or improvement thereof; (c) Mortgages in favor of the Company or any Restricted Subsidiary; and (d) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (a) to (c), inclusive; provided, that such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property that secured the Mortgage extended, renewed or replaced (plus improvements on such property).

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation (a) The Company will not, and will not permit any Subsidiary of its Restricted Subsidiaries the Company to, create, incur, issue, assume or otherwise have outstanding any Lien securing guarantee any indebtedness for money borrowed money evidenced by loans, bonds, notes, debentures, letters of credit, bankers’ acceptances, hedging obligations or interest thereon instruments similar to the foregoing, in each case to the extent such indebtedness would appear as a liability on the balance sheet of such Person in accordance with GAAP (“Debt”) secured by a Lien (other than a Permitted Lien) upon (a) any Property of the Company or such Subsidiary or (b) any shares of Capital Stock or Debt issued by any Subsidiary of the Company and owned by the Company or any liability Subsidiary of the Corporation Company, whether owned on the Issue Date or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liensthereafter acquired, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness effectively providing concurrently that the Notes then outstanding under this Indenture so that the Securities are secured equally and ratably with or or, at the option of the Company, prior to such Debt so long as such Debt shall be so secured. Any Lien created for the benefit of the holders of the Notes pursuant this Section 4.08(a) shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien relating to such Debt that gave rise to the obligation to so secure the Notes. (b) The foregoing restriction shall not apply to, and there shall be excluded from Debt (or any guarantee thereof) in any computation under such restriction, Debt (or any guarantee thereof) secured by: (1) Liens on any property existing at the time of the acquisition thereof; (2) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or a Subsidiary of the Company or at the time of a sale, lease or other indebtedness disposition of the properties of such Person (or liabilitya division thereof) as an entirety or substantially as an entirety to the Company or a Subsidiary of the Company; provided that any such Lien does not extend to any property owned by the Company or any Subsidiary of the Company immediately prior to such merger, except consolidation, sale, lease or disposition; (3) Liens on property of a Person existing at the time such Person becomes a Subsidiary of the Company; (4) Liens in favor of the Company or a Subsidiary of the Company; (5) Liens to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure Debt incurred to provide funds for any such purpose; provided that the Corporation commitment of the creditor to extend the credit secured by any such Lien shall have been obtained no later than 270 days after the later of (a) the completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property; provided, further, that such Liens do not extend to any property other than such property subject to acquisition, construction, development or improvement; (6) Liens in favor of the United States of America, any State thereof or any foreign government, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; (7) Liens existing on the Issue Date or any extension, renewal, replacement or refunding or series of related extensions, renewals, replacements or refundings of any Debt (or any guarantee thereof) (including the Senior Secured Credit Facility, the European Revolving Loan Facility and its Restricted Subsidiaries may incur the Receivables Facility) secured by a Lien existing on the Issue Date or referred to secure indebtedness for borrowed money in clauses (1)-(3) or (5); provided that any such extension, renewal, replacement or refunding or series of related extensions, renewals, replacements or refundings of such Debt (or any guarantee thereof) shall be created within 270 days of repaying the Debt (or any guarantee thereof) secured by the Lien referred to in clauses (1)-(3) or (5) and the principal amount of the Debt (or any guarantee thereof) secured thereby and not otherwise authorized by clauses (1)-(3) or (5) shall not exceed the principal amount of Debt (or any guarantee thereof), plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding or series of related extensions, renewals, replacements or refundings; (8) Liens incurred in an aggregate principal amount not to exceed $150.0 million; (9) Liens in favor of the Notes and the Guarantees; and (10) Liens securing hedging obligations entered into in the ordinary course of business. (c) Notwithstanding the restrictions described above, the Company and any Subsidiaries of the Company may create, incur, issue, assume or guarantee Debt secured by Liens without equally and ratably securing the Securities Notes then outstanding if, at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto, thereto and to the principal retirement of any Debt which is concurrently being retired, (A) the aggregate amount of indebtedness for borrowed money all such Debt secured by ▇▇▇▇▇ createdLiens which would otherwise be subject to such restrictions (other than any Debt (or any guarantee thereof) secured by Liens permitted as described in clauses (1)-(10) of Section 4.08(b)) plus (B) all Attributable Debt of the Company and the Subsidiaries of the Company in respect of Sale/Leaseback Transactions with respect to Properties (with the exception of such transactions that are permitted under clauses (1)-(4) of Section 4.11), incurred or assumed after the date hereof and otherwise prohibited by this Indenture does would not exceed 10% the greater of (x) $3,000.0 million and (y) the Corporation’s amount that would cause the Consolidated Secured Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred Debt Ratio to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required exceed 3.50 to secure the Securities1.00.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation (a) The Issuer will not, and will not permit any Subsidiary of its Restricted Subsidiaries the Issuer to, create, incur, issue, assume or otherwise have outstanding guarantee any Debt secured by a Lien securing upon (a) any indebtedness for borrowed money Property of the Issuer or interest thereon such Subsidiary, or (b) any shares of Capital Stock issued by any Subsidiary of the Issuer and owned by the Issuer or any liability Subsidiary of the Corporation Issuer, whether owned on the Issue Date or such Restricted Subsidiaries under any guarantee or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liensthereafter acquired, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so effectively providing concurrently that the Securities Notes then outstanding under the Indenture are secured equally and ratably with or or, at the option of the Issuer, prior to such Debt so long as such Debt shall be so secured. (b) The foregoing restriction shall not apply to, and there shall be excluded from Debt (or any guarantee thereof) in any computation under such restriction, Debt (or any guarantee thereof) secured by: (1) Liens on any property existing at the time of the acquisition thereof; (2) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Issuer, Parent or a Subsidiary of the Issuer or at the time of a sale, lease or other indebtedness disposition of the properties of such Person (or liabilitya division thereof) as an entirety or substantially as an entirety to the Issuer or a Subsidiary of the Issuer; provided that any such Lien does not extend to any property owned by the Issuer or any Subsidiary of the Issuer immediately prior to such merger, except consolidation, sale, lease or disposition; (3) Liens on property of a Person existing at the time such Person becomes a Subsidiary of the Issuer; (4) Liens in favor of the Issuer or a Subsidiary of the Issuer; (5) Liens to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure Debt incurred to provide funds for any such purpose; provided that the Corporation and its Restricted Subsidiaries may incur commitment of the creditor to extend the credit secured by any such Lien shall have been obtained no later than 360 days after the later of (a) the completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property; provided further that such Liens do not extend to any property other than such property subject to acquisition, construction, development or improvement; (6) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; (7) Liens existing on the Issue Date or any extension, renewal, replacement or refunding of any Debt (or any guarantee thereof) secured by a Lien existing on the Issue Date or referred to secure indebtedness for borrowed money without in clauses (1)-(3) or (5); provided that any such extension, renewal, replacement or refunding of such Debt (or any guarantee thereof) shall be created within 360 days of repaying the Debt (or any guarantee thereof) secured by the Lien referred to in clauses (1)-(3) or (5) and the principal amount of the Debt (or any guarantee thereof) secured thereby and not otherwise authorized by clauses (1)-(3) or (5) shall not exceed the principal amount of Debt (or any guarantee thereof), plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding; provided further that this clause (7) shall not include Liens securing the Securities Credit Agreement or any extension, renewal, replacement or refunding thereof; (8) Liens securing hedging obligations entered into in the ordinary course of business; (9) Liens on assets of Subsidiaries of the Issuer that are not Guarantors and the capital stock of such Subsidiaries securing Debt (or any guarantee thereof); (10) Liens securing Debt (or any guarantee thereof) of the Issuer or any Subsidiary of the Issuer not exceeding the greater of (i) 7.5% of Consolidated Total Assets of the Issuer and (ii) $500.0 million in the aggregate at the time of determination; (11) Liens securing Non-Recourse Debt or Exempt Construction Loans or guarantees thereof on assets or Capital Stock of Subsidiaries of the Issuer formed solely for the purpose of, and which engage in no business other than the business of making Co-investments; (12) Liens on commercial and multi-family residential mortgage loans originated and owned by a Mortgage Banking Subsidiary pursuant to a Mortgage Warehousing Facility; and (13) Liens on investments made by the Issuer or any Subsidiary of the Issuer pursuant to a Loan Arbitrage Facility, if such investments were acquired by such Person with the proceeds of Debt borrowed under such Loan Arbitrage Facility. (c) Notwithstanding the restrictions described above, the Issuer and any Subsidiaries of the Issuer may create, incur, issue, assume or guarantee Debt secured by Liens without equally and ratably securing the Notes then outstanding if, at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto, thereto and to the principal retirement of any Debt which is concurrently being retired, (1) the aggregate amount of indebtedness for borrowed money all such Debt secured by ▇▇▇▇▇ created, incurred Liens which would otherwise be subject to such restrictions (other than any Debt (or assumed after any guarantee thereof) secured by Liens permitted as described in clauses (1)-(13) of Section 4.03(b) plus (2) all Attributable Debt of the date hereof Issuer and otherwise prohibited by this Indenture does the Subsidiaries of the Issuer in respect of Sale/Leaseback Transactions with respect to Properties (with the exception of such transactions that are permitted under clauses (1)-(4) of the first sentence of Section 4.03(a)) would not exceed 10% the greater of (x) $3.5 billion and (y) the Corporation’s amount that would cause the Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred Secured Debt Ratio to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required exceed 3.5 to secure the Securities1.0.

Limitation on Liens. So long as any Securities are Outstanding and subject to For the terms benefit of this Indenturethe Notes, the Corporation Company will not, and nor will not the Company permit any of its Restricted Subsidiaries Manufacturing Subsidiary to, create, incur, issue or assume or otherwise have outstanding any Lien securing Debt secured by a Mortgage upon any indebtedness for borrowed money or interest thereon (Principal Domestic Manufacturing Property of the Company or any liability Manufacturing Subsidiary or upon any shares of stock or indebtedness of any Manufacturing Subsidiary (whether such Principal Domestic Manufacturing Property, shares of stock or indebtedness are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance or assumption of any such Debt that the Notes (together with, if the Company shall so determine, any other indebtedness of the Corporation Company or such Restricted Subsidiaries under any guarantee Manufacturing Subsidiary ranking equally with the Notes and then existing or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are thereafter 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 all other Debt of the Company and its Manufacturing Subsidiaries which (if originally issued or assumed at such time) would otherwise be subject to the foregoing restrictions, but not including Debt permitted to be secured under clauses (i) through (vii) of the immediately following paragraph, does not at the time exceed 15% of the Consolidated Tangible Assets of the Company. The above restrictions shall not apply to Debt secured by: (i) Mortgages on property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (ii) Mortgages on property existing at the time of acquisition thereof or to secure the payment of all or any part of the purchase or construction price of property, or to secure Debt incurred for the purpose of financing all or part of the purchase or construction price of property or the cost of improvements on property, which Debt is incurred prior to, at the time of, or within 180 days after the later of such acquisition or completion of such improvements or construction or commencement of full operation of such property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to the Company or to another Manufacturing Subsidiary; (iv) Mortgages on property of a corporation existing at the time such corporation is merged or consolidated with the Company or a Manufacturing Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Company or a Manufacturing Subsidiary; (v) Mortgages 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 the cost of construction or improvement of the property subject to such other indebtedness Mortgages (including, without limitation, Mortgages incurred in connection with pollution control, industrial revenue or liabilitysimilar financing); (vi) Mortgages existing on September 10, except 2018; or (vii) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in the foregoing clauses (i) to (vi) or in this clause (vii); provided, however, that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities if, after giving effect thereto, the principal amount of indebtedness for borrowed money Debt secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does thereby shall not exceed 10% the principal amount of Debt 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 Corporation’s Consolidated Net Tangible Assets. Notwithstanding property which secured the foregoingMortgage so extended, transactions renewed or replaced (plus improvements on such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determinedproperty), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will not, and will not permit any of its Restricted Subsidiaries Manufacturing Subsidiary to, create, incur, issue or assume or otherwise have outstanding any Lien securing Debt secured by a Mortgage upon any indebtedness for borrowed money or interest thereon (Principal Domestic Manufacturing Property of the Company or any liability Manufacturing Subsidiary or upon any shares of stock or indebtedness of any Manufacturing Subsidiary (whether such Principal Domestic Manufacturing Property, shares of stock or indebtedness are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance or assumption of any such Debt that the Notes (together with, if the Company shall so determine, any other indebtedness of the Corporation Company or such Restricted Subsidiaries under any guarantee Manufacturing Subsidiary ranking equally with the 2013 Notes and the 2033 Notes as then existing or endorsement or other instrument under which the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are thereafter 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 all other Debt of the Company and its Manufacturing Subsidiaries which (if originally issued or assumed at such time) would otherwise be subject to the foregoing restrictions, but not including Debt permitted to be secured under clauses (i) through (vi) of the immediately following paragraph, does not at the time exceed 20% of the stockholders’ equity of the Company and its consolidated subsidiaries, as determined in accordance with generally accepted accounting principles in the U.S. and shown on the audited consolidated balance sheet contained in the latest published annual report to stockholders of the Company. The above restrictions shall not apply to Debt secured by: (i) Mortgages on property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (ii) Mortgages on property existing at the time of acquisition of such property by the Company or a Manufacturing Subsidiary, or Mortgages to secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by the Company or a Manufacturing Subsidiary or to secure any Debt incurred prior to, at the time of, or within 180 days after, the later of the date of acquisition of such property and the date such property is placed in service, 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 financing the cost to the Company or a Manufacturing Subsidiary of improvements to such acquired property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to the Company or to another Subsidiary; (iv) Mortgages on property of a corporation existing at the time such corporation is merged or consolidated with the Company or a Manufacturing Subsidiary or at the time of a sale, lease or other indebtedness disposition of the properties of a corporation as an entirety or liabilitysubstantially as an entirety to the Company or a Manufacturing Subsidiary; (v) Mortgages on property of the Company or a Manufacturing Subsidiary in favor of the United States of America or any State thereof, except that or any department, agency or instrumentality or political subdivision of the Corporation and its Restricted Subsidiaries may incur a Lien 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 for borrowed money without securing the Securities ifpurpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; or (vi) any extension, after giving effect theretorenewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in the foregoing clauses (i) to (v); provided, however, that the principal amount of indebtedness for borrowed money Debt secured by ▇▇▇▇▇ created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture does thereby shall not exceed 10by more than 115% the principal amount of Debt 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 Corporation’s Consolidated Net Tangible Assets. Notwithstanding property which secured the foregoingMortgage so extended, transactions renewed or replaced (plus improvements on such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determinedproperty), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securities.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company agrees that it will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, issue, assume or otherwise have outstanding guarantee any Lien securing any notes, bonds, debentures or other similar evidence of indebtedness for money borrowed money (“Debt”), secured by a Mortgage upon any Operating Property, or interest thereon (upon shares of capital stock or Debt issued by any Restricted Subsidiary and owned by the Company or any liability Restricted Subsidiary, whether owned at the date of this Indenture or hereafter acquired, without effectively providing concurrently that the Outstanding Securities hereunder (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries to secure, indebtedness under this Indenture so that the Securities are Securities) shall be secured equally and ratably with or or, at the option of the Company, prior to such other indebtedness Debt so long as such Debt shall be so secured, unless, at the time of such creation, incurrence, issuance, assumption or liability, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifguarantee, after giving effect theretothereto and to the retirement of any Debt which is concurrently being retired, the aggregate amount of all such Debt secured by Mortgages which would otherwise be subject to such restrictions (other than any Debt secured by Mortgages permitted in Clauses (1) through (7) of this Section 10.5), together with all Attributable Debt with respect to Sale and Leaseback Transactions (other than certain Sale and Leaseback Transactions that are permitted under paragraph (b) of Section 10.6 below) would not exceed the greater of (i) 15% of Consolidated Net Assets and (ii) $150,000,000; provided, however, that this Section shall not apply to, and there shall be excluded from Debt in any computation under this Section, Debt secured by: (1) Mortgages on property existing at the time of the acquisition thereof; (2) Mortgages on property of a Corporation existing at the time such Corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of such Corporation (or a division thereof) as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary, provided that any such Mortgage does not extend to any property owned by the Company or Restricted Subsidiary immediately prior to such merger, consolidation, sale, lease or disposition; (3) Mortgages on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (4) Mortgages in favor of the Company or a Restricted Subsidiary; (5) Mortgages to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure Debt incurred to provide funds for any such purpose, provided that the commitment of the creditor to extend the credit secured by any such Mortgage shall have been obtained not later than 365 days after the later of (A) the completion of the acquisition, construction, development or improvement of such property or (B) the placing in operation of such property; (6) Mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; and (7) Mortgages existing on the date of this Indenture or any extension, renewal, replacement or refunding of any Debt secured by a Mortgage existing on the date of this Indenture or referred to in clauses (1) to (3) or (5) of this Section 10.5, provided that the principal amount of indebtedness for borrowed money Debt secured thereby and not otherwise authorized by ▇▇▇▇▇ created, incurred clauses (1) to (3) or assumed after the date hereof and otherwise prohibited by this Indenture does (5) shall not exceed 10% of the Corporation’s Consolidated Net Tangible Assets. Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of: (i) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified principal amount of money Debt, plus any premium or a specified rate of return (however determined)fee payable in connection with any such extension, renewal, replacement or a specified amount refunding, so secured at the time of such oilextension, gasrenewal, minerals, replacement or other resources of a primary nature, or (ii) any other interest in property of the character commonly referred to as a “production payment”, will not constitute a Lien and will not result in the Corporation or a Restricted Subsidiary being required to secure the Securitiesrefunding.

Limitation on Liens. So long as any Securities are Outstanding and subject to the terms of this Indenture, the Corporation The Company will notnot itself, and will not permit any of its Restricted Subsidiaries Domestic Subsidiary to, create, incur, assume issue, assume, or otherwise have outstanding guarantee any Debt secured by any Lien securing on any indebtedness for borrowed money or interest thereon (Principal Property, or any liability shares of stock of or Debt of any Domestic Subsidiary, without effectively providing that all amounts payable by the Company to the Banks and the Administrative Agent hereunder (together with, if the Company shall so determine, any other Debt of the Corporation Company or such Restricted Subsidiaries under any guarantee Domestic Subsidiary then existing or endorsement or other instrument under thereafter created which is not subordinate to the Corporation or such Restricted Subsidiaries are contingently liablepayment of principal of, either directly or indirectly, for borrowed money or and interest thereonon the Loans and the Notes), and all other than Permitted Liens, without also simultaneously or prior thereto securing, or causing such Restricted Subsidiaries amounts payable by the Company to secure, indebtedness under this Indenture so that the Securities are Banks and the Administrative Agent hereunder shall be secured equally and ratably with (or prior to to) such other indebtedness or liabilitysecured Debt, except that the Corporation and its Restricted Subsidiaries may incur a Lien to secure indebtedness for borrowed money without securing the Securities ifso long as such secured Debt shall be so secured, unless after giving effect thereto, the principal aggregate amount of indebtedness for borrowed money all such secured by ▇▇▇▇▇ created, incurred or assumed after Debt plus all Attributable Debt of the date hereof Company and otherwise prohibited by this Indenture does its Domestic Subsidiaries in respect of Sale and Leaseback Transactions (as defined in Section 8.06 hereof) would not exceed 105% of the Corporation’s Consolidated Net Tangible Assets; provided, however, that this Section 8.05 shall not apply to, and there shall be excluded from secured Debt in any computation under this Section 8.05, Debt secured by: (a) Liens on Property (including any shares of stock or Debt) of any Person on which Liens are existing at the time such Person becomes a Domestic Subsidiary or at the time it is merged into or consolidated with the Company or any Domestic Subsidiary; (b) Liens in favor of the Company or any Domestic Subsidiary; (c) Liens in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Liens on Property (including shares of stock or Debt) existing at the time of acquisition thereof (including acquisition through merger or consolidation); (e) Liens on Property (including shares of stock or Debt) to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such Property, the completion of any construction or the commencement of full operation, for the purpose of financing all or any part of the purchase price or construction cost thereof; and (f) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (a) to (e), inclusive; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same Property secured by the Lien extended, renewed or replaced (plus improvements on such Property). In addition to the foregoing, (A) the Company will not itself, and will not permit any Material Domestic Subsidiary to, (i) create, incur or suffer to exist any Lien securing any Debt covering any Receivables or domestic Inventory, except to the extent either in existence on the date hereof or constituting Liens of the type referred to in paragraph (a), (c), (d), (e) or (f) above and except as permitted in the next following paragraphs, or (ii) sell or discount any domestic Inventory or Receivables except in the ordinary course of the business of the Company and its Material Domestic Subsidiaries and except as permitted in the next following paragraphs, and (B) the Company will not itself, and will not permit any Material Domestic Subsidiary to, sell, assign or transfer any Receivables or domestic Inventory to any Subsidiary of the Company other than a Material Domestic Subsidiary and other than the sale of Receivables to any special purpose entity used solely in connection with asset securitizations constituting a Permitted Receivables Transfer described in the next following paragraph. Notwithstanding the foregoing, transactions such as the sale Company and its Material Domestic Subsidiaries may create, incur and suffer to exist Liens securing Debt covering Receivables (including “Permitted Receivables Liens”), and may sell and discount Receivables (and supporting rights and assets) transferred by the Company, Motorola Credit or any forward sale) of their respective Domestic Subsidiaries directly or other transfer of: indirectly to (i) oil, gas, minerals any special purpose entity used solely in connection with asset securitizations as part of an asset securitization financing facility or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, facilities or (ii) a third party pursuant to a factoring or sale arrangement (collectively, “Permitted Receivables Transfers”), provided that the total face amount of Receivables subject to Permitted Receivables Liens and Permitted Receivables Transfers outstanding at any other interest in property time does not exceed an amount equal to the greater of (a) $750,000,000 or (b) at any time of measurement, 35% of the character commonly referred sum of (x) the face amount of receivables of the Company and its Subsidiaries outstanding at such time plus, (y) without duplication, the face amount of receivables sold by the Company or any of its Subsidiaries as part of any asset securitization financing facility or any third party factoring or sale arrangement which are outstanding under such facility or arrangement at such time (the outstanding face amount of such receivables to as be determined in a “production payment”, will not constitute a Lien and will not result manner consistent with the methodology described in the Corporation next following paragraph). For purposes hereof, the “outstanding” face amount of receivables (including Receivables) at any time shall mean (i) in the case of Receivables subject to a Permitted Receivables Lien, the face amount of such receivables at such time and (ii) in the case of Receivables subject to a Permitted Receivables Transfer arising under an asset securitization financing facility or third party factoring or sale arrangement, the aggregate face amount of Receivables so transferred minus the sum (without duplication) of (x) for any such Receivables that have been paid in full (whether by the underlying account obligor or a Restricted Subsidiary being required guarantor or surety therefor), or any such Receivables that have been written off in accordance with GAAP by the respective purchaser thereof in such facilities or arrangements, the face amount of the Receivables so paid or written off and (y) for any such Receivables that have been retransferred to secure the SecuritiesCompany or any of its Domestic Subsidiaries by the respective purchaser thereof in such facilities or arrangement, the face amount of such Receivables so retransferred.