the payment of all or any part of the purchase price thereof, or Mortgages on property, shares of stock or indebtedness to secure any indebtedness for borrowed money incurred prior to, at the
time of or within 12 months after the latest of the acquisition thereof or, in the case of property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such property for the
purpose of financing all or any part of the purchase price thereof, such construction or the making of such improvements;
(4) Mortgages to secure indebtedness owing to the Issuer, the Parent Guarantor or a Restricted Subsidiary;
(5) Mortgages existing at the Issue Date;
(6) Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with
the Issuer, the Parent Guarantor or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Issuer, the Parent Guarantor or a Restricted
Subsidiary, provided that such Mortgage was not incurred in anticipation of such merger or consolidation or sale, lease or other disposition;
(7) Mortgages in favor of the United States or any State, territory or possession thereof (or the District of
Columbia), or any department, agency, instrumentality or political subdivision of the United States or any State, territory or possession thereof (or the District of Columbia), (i) to secure partial, progress, advance or other payments pursuant to
any contract or statute, (ii) to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price of the cost of constructing, repairing or improving the property subject to such Mortgages or (iii) to
secure taxes, assessments or other governmental charges or levies which are not yet due and payable or are payable without penalty or of which amount, applicability or validity is being contested by the Issuer, the Parent Guarantor or any Restricted
Subsidiary in good faith by appropriate proceedings and the Issuer, the Parent Guarantor or such Restricted Subsidiary shall have set aside in its books reserves which it deems to be adequate with respect thereto (segregated to the extent required
by generally accepted accounting principles);
(8) Mortgages created in connection with the acquisition of assets
or a project financed with, and created to secure, a Nonrecourse Obligation; and
(9) extensions, renewals,
refinancings or replacements of any Mortgage referred to in the foregoing clauses (1), (2), (3), (4), (5), (6), (7) or (8); provided, however, that any such Mortgages shall not extend to or cover any property of the Issuer, the Parent
Guarantor or such Restricted Subsidiary, as the case may be, other than the property, if any, specified in such clause and improvements thereto; and provided, further, that any refinancing or replacement of any Mortgages permitted by
the foregoing clause (7) or (8) shall be of the type referred to in such clause (7) or (8), as the case may be.
Notwithstanding
the restrictions outlined in the immediately preceding paragraph, the Issuer, the Parent Guarantor and any Restricted Subsidiary will be permitted to issue, incur, create, assume or guarantee Secured Debt that would otherwise be subject to such
restrictions, without equally and ratably securing the Notes, provided that after giving effect thereto, the sum of the aggregate amount of all outstanding Secured Debt (not including Secured Debt permitted under any of clauses
(1) through (9) above), plus the aggregate amount of outstanding Attributable Debt with respect to Sale and Lease-Back Transactions incurred pursuant to the second paragraph under Limitations on Sale and Lease-Back Transactions,
does not exceed the greater of $400,000,000 and 10.0% of Consolidated Total Assets as most recently determined on or prior to such date.
Limitations
on Sale and Lease-Back Transactions
Neither the Issuer nor the Parent Guarantor will, nor will they permit any Restricted Subsidiary
to, enter into any Sale and Lease-Back Transaction, other than any such transaction involving a lease for a term of not
S-27