Common use of Limitation on Liens Clause in Contracts

Limitation on Liens. The Partnership shall not, nor shall it permit any of its Subsidiaries to, create, assume, incur or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, createdirectly or indirectly, assumecreate or incur any Lien of any kind securing any Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption, incur or suffer to exist any mortgage, lien, security interest, pledge, charge guarantee or other encumbrance (“liens”liability with respect thereto by any Subsidiary) upon any Principal Property property or upon assets (including any capital stock intercompany notes) of the Company or any Restricted Subsidiary, whether Subsidiary owned on the date hereof or thereafter acquiredacquired after the date hereof, to secure any Indebtedness of the Partnership or any other Person (other than income or profits therefrom, unless the Notes), without in any such case making effective provisions whereby all of the outstanding Notes Securities are directly secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Securities shall have with respect to such Subordinated Indebtedness) the obligations or liability secured by such Lien except for Liens (A) securing any Indebtedness which became Indebtedness pursuant to a transaction permitted under Section 8.1 or securing Acquired Indebtedness which, in each case, were created prior to (and not created in connection with, or prior toin contemplation of) the incurrence of such Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Subsidiary) and which Indebtedness is permitted under the provisions of Section 10.8, (B) securing any Indebtedness incurred in connection with any refinancing, renewal, substitutions or replacements of any such Indebtedness described in clause (A), so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured represented thereby is not increased by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted refinancing by clauses (1) through (4), inclusive, an amount greater than the lesser of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) the stated amount of any Principal Property that was not owned by premium or other payment required to be paid in connection with such a refinancing pursuant to the Partnership or any terms of its Subsidiaries on the date hereof Indebtedness being refinanced, or (ii) the capital stock amount of any Restricted Subsidiary that owns no Principal Property that was owned by premium or other payment actually paid at such time to refinance the Partnership or any of its Subsidiaries on the date hereofIndebtedness, plus, in each case owned by a Subsidiary either case, the amount of expenses of the Partnership (an “Excluded Subsidiary”) Company incurred in connection with such refinancing, provided, however, that in the case of clauses (A) is not, and is not required to be, a Subsidiary Guarantor and (B), any such Lien only extends to the assets that were subject to such Lien securing such Indebtedness prior to the related acquisition by the Company or its Subsidiaries, or (C) has not granted any liens on any of its property securing Indebtedness with recourse incurred to the Partnership or any Subsidiary effect a defeasance of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiarySecurities pursuant to Article IV hereof.

Limitation on Liens. (a) The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries Consolidated Subsidiary to, create, assume, incur or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon Debt secured by a Lien on any Principal Property or upon any capital stock shares of Capital Stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person Consolidated Subsidiary that owns a Principal Property (other than the Notesany Subsidiary that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of its assets equity interests in one or more such Subsidiaries), in each case, whether now owned or hereafter acquired, without in any such case making effective provisions whereby all of provision that the outstanding Notes are shall be secured equally and ratably with, with (or prior to, ) such Indebtedness secured Debt for so long as such Indebtedness is so secured. Notwithstanding secured Debt remains outstanding, unless, upon giving effect to the foregoingincurrence of such Debt and any substantially simultaneous permanent repayment of any secured Debt, the Partnership may, and may permit any aggregate amount of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon all Debt secured by a Lien on any Principal Property or capital stock on any shares of Capital Stock of any Consolidated Subsidiary that owns a Restricted Principal Property (other than any Subsidiary to secure Indebtedness that is principally engaged in leasing or receivables financing transactions or that holds as all or substantially all of the Partnership its assets equity interests in one or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by more such lien and all similar liens under this clause (bSubsidiaries), together with all Attributable Indebtedness from Sale-Debt of the Company and its Consolidated Subsidiaries in respect of Sale and Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4)involving Principal Properties, inclusive, of Section 5.2 hereof), does would not exceed 1015% of the Consolidated Net Tangible Total Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) Company and the Consolidated Subsidiaries. The aggregate amount of all secured Debt referred to in the preceding sentence shall exclude any then existing secured Debt that (A) is not, has been secured equally and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness ratably with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryNotes.

Limitation on Liens. The Partnership shall not, nor shall it permit any of its Principal Subsidiaries to, create, assume, incur or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Principal Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Principal Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Principal Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 1015% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Principal Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its Subsidiaries to, create, assume, incur property or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance assets (“liens”) upon any Principal Property or upon any capital stock including Capital Stock of any Restricted Subsidiaryother Person), whether owned on the date hereof of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless (a) in the case of an Initial Lien on any Collateral, such Initial Lien expressly has Junior Lien Priority on such Collateral in relation to the Notes and the Subsidiary Guarantees, as applicable or (b) in the case of an Initial Lien on any other asset or property, contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of any Indebtedness Initial Lien on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of the Partnership or any other Person (other than the Notes)such Restricted Subsidiary, without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, with (or prior on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such Indebtedness obligation for so long as such Indebtedness obligation is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien unconditionally released and discharged upon (i) any Principal Property that was not owned by the Partnership or any release and discharge of its Subsidiaries on the date hereof or Initial Lien to which it relates, (ii) in the capital stock case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary that owns no Principal Property that was owned by in, or all or substantially all the Partnership or assets of, any of its Subsidiaries on the date hereof, in each case owned by a Restricted Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than creating such Excluded Subsidiary or any other Excluded SubsidiaryInitial Lien.

Limitation on Liens. The Partnership shall (a) IR Parent covenants and agrees for the benefit of each series of Securities, other than any series established by or pursuant to a Board Resolution or an Officer’s Certificate of the Issuer of such series or in one or more supplemental indentures hereto which specifically provides otherwise, that IR Parent will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur assume or suffer to exist guarantee any mortgage, lien, security interest, pledge, charge or other encumbrance indebtedness for money borrowed secured by a Mortgage (“liens”i) upon on any Principal Property of IR Parent or upon of a Restricted Subsidiary or (ii) on any capital stock of any Restricted Subsidiary, whether owned on the date hereof shares or thereafter acquired, to secure any Funded Indebtedness of the Partnership a Restricted Subsidiary (whether such Principal Property, shares or any other Person (other than the Notes)Funded Indebtedness are now owned or hereafter acquired) without, without in any such case making effective provisions whereby all case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the outstanding Notes are Securities (together, if IR Parent shall so determine, with any other indebtedness then or thereafter existing, created, assumed or guaranteed by IR Parent or such Restricted Subsidiary ranking equally with the Securities) shall be secured equally and ratably with, with (or prior to) such indebtedness; excluding, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding however, from the foregoingforegoing any indebtedness secured by a Mortgage (including any extension, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incurrenewal or replacement, or suffer to exist successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness increase of the Partnership principal of such indebtedness or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary expansion of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property collateral securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.indebtedness):

Limitation on Liens. The Partnership In the case of VaPower, VaPower shall not, nor shall it permit any of its Material Subsidiaries to, create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Lien upon any Principal Property of its property, assets or upon revenues, whether now owned or hereafter acquired, except for (i) Liens permitted by the VaPower Indenture, (ii) Liens created in the ordinary course of business and (iii) Liens on any and all assets, revenues and related contracts, agreements and other documents associated with the development and operation of a new nuclear unit number three at its North Xxxx Power Station, in each case securing financing thereof, including any common and/or shared facilities, assets or agreements that will be utilized in connection therewith. In the case of Dominion Energy, if Dominion Energy shall pledge as security for any indebtedness or obligations, or permit any Lien as security for Indebtedness or obligations upon, any capital stock of any Restricted Subsidiary, whether owned by it on the date hereof or thereafter acquired, to of any of its Material Subsidiaries, Dominion Energy will secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are Loans ratably with the indebtedness or obligations secured equally and ratably withby such pledge, except for Liens incurred or prior tootherwise arising in the ordinary course of business. In the case of Questar Gas, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoingQuestar Gas shall not, the Partnership may, and may nor shall it permit any of its Material Subsidiaries to, create, assume, incur, assume or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien Lien upon any Principal Property of its property, assets or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership revenues, whether now owned or any other Personhereafter acquired, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon except for (i) any Principal Property Liens that was do not owned secure Indebtedness for borrowed money or that is evidenced by bonds, debentures, notes or similar instruments and (ii) Liens created in the Partnership or ordinary course of business. In the case of DESC, DESC shall not, nor shall it permit any of its Material Subsidiaries on to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for (i) Liens permitted by the date hereof or DESC Indenture, (ii) the capital stock of any Restricted Subsidiary Liens that owns no Principal Property do not secure Indebtedness for borrowed money or that was owned is evidenced by the Partnership bonds, debentures, notes or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor similar instruments and (Biii) has not granted any liens on any Liens created in the ordinary course of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiarybusiness.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries to, Restricted Subsidiary to create, assumeIncur, incur assume or suffer to exist any mortgageLien on any of its or any Restricted Subsidiary’s assets or properties of any character, lien, security interest, pledge, charge or other encumbrance (“liens”) upon on any Principal Property shares of Capital Stock or upon any capital stock Indebtedness of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby provision for all of the outstanding Notes are and all other amounts due under this Indenture to be directly secured equally and ratably withwith (or, if the obligation or liability to be secured by such Lien is subordinated in right of payment to the Notes, prior to, ) the obligation or liability secured by such Lien. The foregoing limitation does not apply to (i) Liens existing on the Closing Date; (ii) Liens securing Indebtedness so long as in an aggregate principal amount not to exceed the greater of (x) U.S.$150 million and (y) an amount equal to the Secured Debt Cap on the date on which such Indebtedness Lien is so secured. Notwithstanding to be Incurred; (iii) Liens granted after the foregoing, the Partnership may, and may permit Closing Date on any of the assets or Capital Stock of the Company or its Restricted Subsidiaries to, create, assume, incur, or suffer created in favor of the Holders; (iv) Liens with respect to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock assets of a Restricted Subsidiary granted by such Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary to secure Indebtedness owing to the Company or such other Restricted Subsidiary; (v) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is permitted to be Incurred under clause (a)(ii) of the Partnership or any other Person, second paragraph of Section 4.03; provided that such Liens do not extend to or cover any property or assets of the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership Company or any of its Subsidiaries Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced; (vi) Liens on the date hereof any property or assets of a Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary permitted under Section 4.03; or (iivii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryPermitted Liens.

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries Principal Domestic Subsidiary to, createissue, assume, incur assume or suffer to exist guarantee any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Debt for borrowed money secured by any Lien upon any Principal Property or upon any capital shares of stock or Debt of any Restricted SubsidiaryPrincipal Domestic Subsidiary (whether such Principal Property, whether shares of stock or Debt is now owned on or hereafter acquired) without making effective provision whereby the date hereof Securities (together with, if the Company shall so determine, any other Debt or thereafter acquired, to secure any Indebtedness other obligation of the Partnership Company or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are Subsidiary) shall be secured equally and ratably withwith (or, or at the option of the Company, prior to, such Indebtedness ) the Debt so secured for so long as such Indebtedness Debt is so secured. Notwithstanding the foregoingThe foregoing restrictions will not, however, apply to Debt secured by Permitted Liens. In addition, the Partnership Company and its Principal Domestic Subsidiaries may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted LienSecurities, (b) any lien upon any Principal Property issue, assume or capital stock of a Restricted Subsidiary guarantee Debt that would otherwise be subject to secure Indebtedness of the Partnership or any other Person, provided that the foregoing restrictions in an aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b)that, together with all other such Debt of the Company and its Principal Domestic Subsidiaries that would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under the definition of Permitted Liens) and the aggregate amount of Attributable Indebtedness from Debt deemed outstanding with respect to Sale-/Leaseback Transactions (excluding Sale-Leaseback Transactions permitted reduced by clauses (1) through (4the amount applied pursuant to Section 4.09(b), inclusive, of Section 5.2 hereof), does not at any one time exceed 10% of Consolidated Adjusted Net Tangible Assets Assets. The mortgage or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock pledge of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary property of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership Company or any Subsidiary in favor of the Partnership other than such Excluded Subsidiary United States or any State, or any department, agency, instrumentality or political subdivision of either, to secure partial, progress, advance or other Excluded Subsidiarypayments pursuant to the provisions of any contract or statute shall not be deemed to create “Debt” secured by “Liens” within the meaning of those terms as used in this Indenture.

Limitation on Liens. The Partnership (a) Holdings shall not, nor and shall it not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its Subsidiaries to, create, assume, incur property or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance assets (“liens”) upon any Principal Property or upon any capital stock including Capital Stock of any Restricted Subsidiaryother Person), whether owned on the date hereof Closing Date or thereafter acquired, to secure securing any Indebtedness (the “Initial Lien”) unless, in the case of the Partnership Initial Liens on any asset or any other Person (property other than Collateral, the Notes), without in any such case making effective provisions whereby all of the outstanding Notes Term Loan Facilities Obligations are secured equally and ratably with, secured with (or prior on a senior basis to, in the case such Indebtedness Initial Lien secures any Junior Debt) the obligations secured by such Initial Lien for so long as such Indebtedness is obligations are so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness Any such Lien created in favor of the Partnership Term Loan Facilities Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or any other Personsenior, provided that as applicable) Lien for the aggregate principal amount benefit of all Indebtedness then outstanding secured by such lien the Term Loan Facilities Obligations will be automatically and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien unconditionally released and discharged upon (i) any Principal Property that was not owned by the Partnership or any release and discharge of its Subsidiaries on the date hereof or Initial Lien to which it relates, (ii) in the capital stock case of any such Lien in favor of any Loan Party Guaranty, upon the termination and discharge of such Loan Party Guaranty in accordance with the terms thereof, hereof and of the ABL Intercreditor Agreement, the Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of Holdings that is governed by the provisions of Subsection 8.7) to any Person not an Affiliate of Holdings of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by Holdings or any Restricted Subsidiary that owns no Principal Property that was owned by in, or all or substantially all the Partnership or assets of, any of its Subsidiaries on the date hereof, in each case owned by a Restricted Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than creating such Excluded Subsidiary or any other Excluded SubsidiaryInitial Lien.

Limitation on Liens. The Partnership shall notExcept as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01, nor shall it permit any of its Subsidiaries to, create, assume, incur or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness for so long as such Indebtedness is so secured. Notwithstanding the foregoingany Securities shall remain Outstanding, the Partnership mayCompany will not, and may will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, assume, incur, or suffer to exist without securing the Notes guarantee any indebtedness for money borrowed (a“Indebtedness”) which is secured by a pledge of, lien on or security interest in (such pledges, liens and security interests being hereinafter called a “Lien”) any Permitted Capital Stock, whether such Capital Stock is now owned or shall hereafter be acquired, of any (i) Designated Subsidiary or (ii) Subsidiary of the Company that owns, directly or indirectly, all or substantially all of the Capital Stock of any Designated Subsidiary, without effectively providing that the Securities then Outstanding and, at the option of the Company, any other Indebtedness of the Company or any Subsidiary ranking equally and ratably with such Securities and then existing or thereafter created, shall be secured equally and ratably with (or prior to) such other Indebtedness secured by such Lien; provided, however, that this limitation shall not apply to Indebtedness secured by a Lien on any Capital Stock of any Subsidiary at the time it becomes a Designated Subsidiary, including any renewals, extensions or replacements of such secured Indebtedness; provided further, however, that these restrictions shall not apply to Indebtedness secured by: (i) Liens on any shares of Capital Stock acquired from a person which is merged with or into, or which sells all or substantially all of its assets to, the Company or a Designated Subsidiary, (bii) any lien upon any Principal Property or capital stock of a Restricted Subsidiary Liens to secure Indebtedness of a Designated Subsidiary to the Partnership Company or another Designated Subsidiary but only as long as such Indebtedness is owned or held by the Company or a Designated Subsidiary and (iii) any other Personextension, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause renewal or replacement (bor successive extensions, renewals or replacements), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusivein whole or in part, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon Lien referred to in the foregoing clauses (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or and (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an ). “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not cause or permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist affirm any mortgageLien of any kind securing any Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption, lien, security interest, pledge, charge guarantee or other encumbrance (“liens”liability with respect thereto by any Restricted Subsidiary) upon any Principal Property property or upon assets (including any capital stock intercompany notes) of the Company or any Restricted Subsidiary, whether Subsidiary owned on the date hereof initial Issue Date or thereafter acquiredacquired after the initial Issue Date, or assign or convey any right to secure receive any Indebtedness income or profits from such Liens, unless the Securities or a Guarantee in the case of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all Liens of the outstanding Notes a Guarantor are directly secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Securities shall have with respect to such Subordinated Indebtedness) the obligation or liability secured by such Lien except for Liens (A) securing any Indebtedness which became Indebtedness pursuant to a transaction permitted under Article Eight or securing Acquired Indebtedness which was created prior to (and not created in connection with, or prior toin contemplation of) the incurrence of such Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) and which Indebtedness is permitted under the provisions of Section 1008 or (B) securing any Indebtedness incurred in connection with any refinancing, renewal, substitutions or replacements of any such Indebtedness described in clause (A), so long as the aggregate principal amount of Indebtedness represented by such refinancing (or if such Indebtedness provides for an amount less than the principal amount of such refinancing to be due and payable upon a declaration of acceleration of the maturity of such Indebtedness, the original issue price of such Indebtedness plus any accreted value attributable to such Indebtedness since the original issuance of such Indebtedness) is so securednot increased by such refinancing by an amount greater than the lesser of (i) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (ii) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing; provided, however, that in the case of clauses (A) and (B), any such Lien only extends to the assets that were subject to such Lien securing such Indebtedness prior to the related acquisition by the Company or its Restricted Subsidiaries. Notwithstanding the foregoing, any Lien securing the Partnership maySecurities granted pursuant to this Section 1011 shall be automatically and unconditionally released and discharged upon the release by the holders of the Pari Passu Indebtedness or Subordinated Indebtedness described above of their Lien on the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), and may permit any at such time as the holders of its Subsidiaries to, create, assume, incurall such Pari Passu Indebtedness or Subordinated Indebtedness also release their Lien on the property or assets of the Company or such Restricted Subsidiary, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property sale, exchange or capital stock of a Restricted Subsidiary transfer to secure Indebtedness any Person not an Affiliate of the Partnership Company of the property or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding assets secured by such lien and Lien, or of all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned the Capital Stock held by the Partnership Company or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by in, or all or substantially all the Partnership or assets of, any of its Subsidiaries on the date hereof, in each case owned by a Restricted Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than creating such Excluded Subsidiary or any other Excluded SubsidiaryLien.

Limitation on Liens. The Partnership shall not, nor shall it Company will not and will not permit any of its Subsidiaries to, Guarantor to create, assumeincur, incur assume or otherwise cause or suffer to exist or become effective any mortgageLien (other than Permitted Liens) of any kind securing Indebtedness ranking pari passu in right of payment with or subordinated in right of payment to the Securities or such Guarantor’s Guarantee, lienas the case may be, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property of their property or upon any capital stock assets (including Capital Stock of any Restricted SubsidiarySubsidiaries of the Company), whether now owned on the date hereof or thereafter hereafter acquired, unless contemporaneously with the incurrence of such Lien effective provision is made to secure the Obligations due under the Indenture and the Securities or, in respect any Lien on any Guarantor’s property or assets, any Guarantee of such Guarantor, (i) in the case of Liens securing Indebtedness that is pari passu in right of payment with the Securities or any Subsidiary Guarantee, on an equal and ratable basis with (or, if the Company so elects, on a senior basis to) the obligations so secured until such time as such obligations are no longer secured by a Lien and (ii) in the case of Liens securing Indebtedness that is expressly subordinated in right of payment to the Securities or any Guarantee, on a senior basis to the obligations so secured with the same relative priority as the Securities or such Guarantee, as the case may be, will have to that subordinated Indebtedness until such time as such obligations are no longer secured by a Lien. The foregoing restriction shall not apply to Liens securing Senior Indebtedness of the Partnership Company or any other Person (other than Guarantor. Any Lien created for the Notes), without in any such case making effective provisions whereby all benefit of Holders of the outstanding Notes are secured equally Securities pursuant to this Section 4.07 shall be deemed automatically and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding unconditionally released and discharged upon the foregoing, the Partnership may, release and may permit any discharge of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness each of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by Liens described in clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or and (ii) in the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiarypreceding paragraph.

Limitation on Liens. The Partnership shall (a) As long as any Securities of a series entitled to the benefit of this covenant are outstanding, the Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur or suffer assume any Lien on Restricted Property to exist any mortgage, lien, security interest, pledge, charge secure the payment of Funded Debt of the Company or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted SubsidiarySubsidiary if immediately after the creation, whether owned on incurrence or assumption of said Lien, the date hereof or thereafter acquired, to secure any Indebtedness aggregate outstanding principal amount of all Funded Debt of the Partnership or any other Person Company and the Restricted Subsidiaries that is secured by Liens on Restricted Property would exceed fifteen percent (other than 15%) of the Notes)Maximum Funded Debt Amount, without unless in any such case making the Company makes effective provisions provision whereby all of the outstanding Notes Securities (together with, if the Company shall so determine, any other Funded Debt ranking equally with the Securities, whether then existing or thereafter created) are secured equally and ratably with, with (or prior to, ) such Indebtedness Funded Debt (but only for so long as such Indebtedness Funded Debt is so secured). Notwithstanding (For the foregoingpurpose of providing such equal and ratable security the principal amount of the Securities means that principal amount or portion thereof that could be declared to be due and payable pursuant to Section 6.02 on the date of the creation, incurrence or assumption of the Partnership may, Lien and may permit the extent of such equal and ratable security will be adjusted as and when said principal amount or portion thereof changes over time pursuant to Section 6.02 and any other provision of its Subsidiaries to, create, assume, incur, this Indenture or suffer to exist without securing the Notes (asuch Securities.) any Permitted Lien, (b) any lien upon any Principal Property The provisions of Section 4.04(a) shall not apply to the creation, incurrence or capital stock of a Restricted Subsidiary to secure Indebtedness assumption of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses following Liens: (1) through (4), inclusive, Any Lien which arises out of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets a judgment or (c) any lien upon (i) any Principal Property that was not owned by award against the Partnership Company or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by with respect to which the Partnership Company or any such Restricted Subsidiary at the time shall be prosecuting an appeal or proceeding for review (or with respect to which the period within which such appeal or proceeding for review may be initiated shall not have expired) and with respect to which it shall have secured a stay of its Subsidiaries on execution pending such appeal or proceedings for review or with respect to which the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.35

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, createincur, assumeissue, incur assume or suffer to exist guaranty any Indebtedness if such Indebtedness is secured by a mortgage, lienpledge of, lien on, security interest, pledge, charge interest in or other encumbrance (“liens”) upon any Principal Property or upon any capital stock shares of Voting Stock of any Restricted Subsidiary, whether such Voting Stock is now owned on or is hereafter acquired, without providing that the date hereof Senior Notes (together with, if the Company shall so determine, any other Indebtedness or obligations of the Company or any Subsidiary ranking equally with such Senior Notes and then existing or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are created) shall be secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so securedIndebtedness. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer The foregoing limitation shall not apply to exist without securing the Notes (a) any Permitted LienIndebtedness incurred, (b) any lien upon any Principal Property issued, assumed, guaranteed or capital stock of a Restricted Subsidiary permitted to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding exist and secured by such lien and all similar liens under this clause (b)liens, together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4)security interests, inclusive, of Section 5.2 hereof), pledges or other encumbrances which does not exceed 10% of the Company’s then Consolidated Tangible Net Tangible Assets Worth; (b) Indebtedness secured by a pledge of, lien on or security interest in any shares of Voting Stock of any corporation if such pledge, lien or security interest is made or granted prior to or at the time such corporation becomes a Restricted Subsidiary; provided that such pledge, lien or security interest was not created in anticipation of the transfer of such shares of Voting Stock to the Company or its Subsidiaries; (c) liens or security interests securing Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; or (d) the extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien upon or security interest referred to in the foregoing clauses (ib) any Principal Property that was not owned and (c) but only if the principal amount of Indebtedness secured by the Partnership liens or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and security interests immediately prior thereto is not required increased and the lien or security interest is not extended to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryproperty.

Limitation on Liens. The Partnership shall notIssuer will not itself, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, createincur, assumeissue, incur assume or suffer to exist guarantee any indebtedness for money borrowed or any other indebtedness evidenced by notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter in this Section and in Section 3.5 called "Debt") secured by pledge of, or mortgage, lien, security interest, pledge, charge deed of trust or other encumbrance (“liens”) upon lien on, any Principal Property owned by the Issuer or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any shares of stock or other Person ownership interests or Debt of any Restricted Subsidiary held by the Company or any Restricted Subsidiary (such pledges, mortgages, deeds of trust and other than the Notesliens being hereinafter in this Section and in Section 3.5 called "Mortgage" or "Mortgages"), without in effectively providing that the Securities of all series (together with, if the Issuer shall so determine, any such case making effective provisions whereby all other Debt of the outstanding Notes are Issuer or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with, with (or prior to) such secured Debt, such Indebtedness so long as such Indebtedness is secured Debt shall be so secured. Notwithstanding the foregoing, the Partnership mayunless, and may permit any of its Subsidiaries toafter giving effect thereto, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding such secured by such lien and all similar liens under this clause (b)Debt which would otherwise be prohibited, together with plus all Attributable Indebtedness from Sale-Leaseback Transactions Debt of the Issuer and its Restricted Subsidiaries in respect of sale and leaseback transactions (excluding Sale-Leaseback Transactions permitted as defined in Section 3.5) which would otherwise be prohibited by clauses (1) through (4), inclusive, of Section 5.2 hereof), does 3.5 would not exceed the sum of 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property Assets; provided, that was this Section shall not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is notapply to, and is not required to bethere shall be excluded from secured Debt in any computation under this Section, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.Debt secured by:

Limitation on Liens. (a) The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, createdirectly or indirectly, assumeas security for any Debt, incur mortgage, pledge or suffer create or permit to exist any lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property, whether such shares of stock, indebtedness or other obligations of a Subsidiary or Principal Property are owned at the date of the Indenture or hereafter acquired, unless the Company secures or causes to be secured any outstanding Debt Securities of the applicable series equally and ratably with all Debt secured by such mortgage, pledge or lien, security interestso long as that Debt shall be secured; provided, pledgehowever, charge that the foregoing limitation shall not apply in the case of (i) the creation of any mortgage, pledge or other encumbrance lien on any shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property acquired after the date that the Debt Securities of the applicable series are first issued (“liens”including acquisitions by way of merger or consolidation) by the Company or a Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property acquired after such date and existing at the time of such acquisition, or upon any capital stock the acquisition of any Restricted Subsidiaryshares of stock, whether owned indebtedness or other obligations of a Subsidiary or a Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that any mortgage, pledge or lien referred to in this clause (i) shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property so acquired and fixed improvements thereon, (ii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property existing on the date hereof or thereafter acquired, to secure any Indebtedness that the Debt Securities of the Partnership applicable series are first issued, (iii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property in favor of the Company or any Subsidiary, (iv) any mortgage, pledge or other lien on a Principal Property being constructed or improved securing Debt incurred to finance the construction or improvements, (v) any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property incurred in connection with the issuance by a state or political subdivision thereof of any securities the interest on which is exempt from federal income taxes by virtue of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended, or any other Person laws and regulations in effect at the time of such issuance and (vi) any renewal of or substitution for any mortgage, pledge or other than the Notes), without in lien permitted by any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by preceding clauses (1i) through (4v), inclusiveprovided, in the case of Section 5.2 hereofa mortgage, pledge or other lien permitted under clause (i), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) or (iv), the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and Debt secured is not required increased nor the lien extended to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryadditional assets.

Limitation on Liens. The Partnership shall not, Neither the Company nor shall it permit any of its Subsidiaries tomay issue, createassume or guarantee any Indebtedness secured by a Lien upon any Consolidated Property or on any Indebtedness or shares of capital stock of, assume, incur or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance ownership interests in, any Subsidiaries (“liens”) upon any Principal Property or upon any regardless of whether the Consolidated Property, Indebtedness, capital stock of any Restricted Subsidiary, whether owned on or ownership interests were acquired before or after the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than Indenture) without effectively providing that the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are shall be secured equally and ratably with, with (or prior to, ) such Indebtedness so long as such Indebtedness is shall be so secured, except that this restriction will not apply to: (a) Liens existing on the date of original issuance of the notes; (b) Liens affecting property of a corporation or other entity existing at the time it becomes a Subsidiary of Xxxxxx'x Operating or at the time it is merged into or consolidated with Xxxxxx'x Operating or a Subsidiary of Xxxxxx'x Operating; (c) Liens on property existing at the time of acquisition 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 Xxxxxx'x Operating to Xxxxxx'x Operating or to a Subsidiary of Xxxxxx'x Operating; (f) Liens securing Indebtedness of Xxxxxx'x Operating the proceeds of which are used substantially simultaneously with the incurrence of such Indebtedness to retire Funded Debt; (g) purchase money security Liens on personal property; (h) Liens securing Indebtedness of Xxxxxx'x Operating or any of its Subsidiaries the proceeds of which are used within 24 months of the incurrence of such Indebtedness for the cost of the construction and development or improvement of property of Xxxxxx'x Operating or any of its Subsidiaries; (i) Liens on the stock, partnership or other equity interest of Xxxxxx'x Operating or any of its Subsidiaries in any Joint Venture or any such Subsidiary which owns an equity interest in such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is contributed and/or advanced solely to such Joint Venture; (j) Liens to government entities, including pollution control or industrial revenue bond financing; (k) Liens required by any contract or statute in order to permit Xxxxxx'x Operating or a Subsidiary of Xxxxxx'x Operating to perform any contract or subcontract made by it with or at the request of a governmental entity; (l) mechanic's, materialman's, carrier's or other like Liens, arising in the ordinary course of business; (m) Liens for taxes or assessments and similar charges; (n) zoning restrictions, easements, licenses, covenants, reservations, restrictions on the use of real property and certain other minor irregularities of title; and (o) any extension, renewal, replacement or refinancing of any Indebtedness secured by a Lien permitted by any of the foregoing clauses (a) through (j). Notwithstanding the foregoing, the Partnership may, Company and may permit any one or more of its Subsidiaries tomay, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted LienNotes, (b) any lien upon any Principal Property issue, assume or capital stock of a Restricted Subsidiary guarantee Indebtedness which would otherwise be subject to secure Indebtedness of the Partnership or any other Person, provided that the foregoing restrictions in an aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b)which, together with all Attributable other such Indebtedness from Saleof the Company and its Subsidiaries which would otherwise be subject to the foregoing restrictions (not including Indebtedness permitted by the preceding paragraph) and the aggregate Value of Sale and Lease-Leaseback Back Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1other than those in connection with which the Company has voluntarily retired Funded Debt) through (4), inclusive, of Section 5.2 hereof), does not at any one time exceed 1015% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of Xxxxxx'x Operating and its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryconsolidated Subsidiaries.

Limitation on Liens. The Partnership shall not, nor shall it permit So long as any of the Securities of a series remains Outstanding, neither the Issuer nor the Guarantor will create or will have outstanding any Encumbrance upon the whole or any part of its Subsidiaries topresent or future assets, create, assume, incur or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, in order to secure any Relevant Indebtedness issued or guaranteed by the Issuer, the Guarantor or by any other Person unless such Securities of a series are equally and ratably secured therewith, for as long as such Relevant Indebtedness shall be so secured; provided, however, that the Partnership foregoing restriction shall not apply to any Encumbrance securing Relevant Indebtedness issued or guaranteed by the Guarantor, the Issuer or any other Person (other than if the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Relevant Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes secured (a) any Permitted Lienwas originally offered, distributed or sold primarily to the residents of the Kingdom of Spain; (b) by its terms matures within one year of its date of issue, or (c) if such Encumbrance affects assets of an entity which, when such Encumbrance was created, was unrelated to the Guarantor or the Issuer and which was subsequently acquired by the Guarantor or the Issuer; and provided, further, that nothing in this Section shall limit the ability of the Issuer or the Guarantor, as the case may be, to grant or permit to subsist Encumbrances over any lien upon any Principal Property or capital stock all of a Restricted Subsidiary their respective present or future assets to secure Relevant Indebtedness of issued or guaranteed by the Partnership Issuer, the Guarantor or any other Person, provided to the extent that the aggregate principal amount of all Indebtedness then outstanding amounts so secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does do not exceed 105% of the Consolidated Net Tangible Assets or of the Guarantor, as reflected in the most recent balance sheet of the Guarantor (c) any lien upon (i) any Principal Property that was not owned prepared in accordance with generally accepted accounting principles as in effect at the date of such computation and as applied by the Partnership or any of its Subsidiaries on the date hereof or (iiGuarantor) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse prior to the Partnership time such Relevant Indebtedness was issued or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryguaranteed.

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries Restricted Subsidiary to, create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Lien upon any Principal Property of its property or upon any capital stock assets (including assets acquired after the Initial Issuance Date and Capital Stock of any Restricted SubsidiarySubsidiary of the Company), whether owned except for (i) Liens under the Collateral Documents securing the Notes; (ii) Liens outstanding on the date hereof Initial Issuance Date as set forth on Schedule 5.17 hereto; (iii) Liens for taxes not yet delinquent or thereafter acquiredwhich are being contested in good faith by appropriate proceedings; provided, to secure that adequate reserves with respect thereto are maintained on the books of the Company or its Restricted Subsidiaries, as the case may be, in conformity with IAS; (iv) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen or other like Liens arising in the ordinary course of business and not discharged for a period of not more than 90 days after notice thereof or which are being contested in good faith by appropriate proceedings; (v) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (vi) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Restricted Subsidiary; (vii) any attachment or judgment Lien not constituting any Event of Default under clause (9) of Section 6.01; (viii) Liens securing any Indebtedness of the Partnership or any other Person (other than the Notespermitted to be incurred pursuant to Section 5.14(b)(vii)(C), without in 5.14(b)(iv) (provided such Lien shall encumber only the property so acquired), 5.14(b)(ix) or 5.14(b)(x); (ix) any such case making effective provisions whereby all interest or title of a lessor pursuant to a lease constituting a Capitalized Lease Obligation; (x) Liens on any assets acquired by the outstanding Notes are secured equally and ratably with, Company or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Restricted Subsidiaries toafter the Initial Issuance Date, createwhich Liens were in existence on or prior to the acquisition of such assets (to the extent that such Liens were not created in contemplation of such acquisition), assumeprovided, incurthat such Liens are limited to the asset so acquired and the proceeds thereof; (xi) Liens securing Indebtedness owed to the Company by any of its Restricted Subsidiaries; (xii) restrictions on the disposition or pledge of securities imposed by applicable law or by contract with respect to securities received in connection with any Qualifying Disposition or interests arising in connection with any joint venture agreement; provided, or suffer to exist without securing the Notes that (a1) any Permitted Lien, restrictions with respect to securities received in connection with any Qualifying Disposition (bA) shall comply with the provisions of clause (2) under the definition of Qualifying Disposition and (B) shall not restrict the pledge of such securities as required pursuant to Section 5.18 other than to require any pledgee or subsequent transferee to be bound by such restrictions and (2) any lien upon restrictions with respect to any Principal Property joint venture agreement entered into after the Initial Issuance Date shall not restrict the pledge of such interests as required pursuant to the Collateral Documents; and (xiii) any renewal of or capital stock of a Restricted Subsidiary to secure Indebtedness substitution for any Lien permitted by any of the Partnership or any other Personpreceding clauses, provided that the aggregate principal amount Indebtedness secured is not increased nor the Lien extended to any additional assets. This Section 5.17 does not authorize the incurrence of all any Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions not otherwise permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary5.14.

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries to, createissue, assume, incur assume or suffer to exist guarantee any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Indebtedness for borrowed money secured by any Lien upon any Principal Property or upon any capital shares of stock or Indebtedness of any Restricted SubsidiarySubsidiary that owns or leases a Principal Property (whether such Principal Property, whether shares of stock or Indebtedness are now owned on or hereafter acquired) without making effective provision whereby the date hereof Notes (together with, if the Company shall so determine, any other Indebtedness or thereafter acquired, to secure any Indebtedness other obligation of the Partnership Company or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are Subsidiary) shall be secured equally and ratably withwith (or, or at the option of the Company, prior to, such ) the Indebtedness so secured for so long as such Indebtedness is so secured. The foregoing restrictions will not, however, apply to Indebtedness secured by Permitted Liens. Notwithstanding the foregoing, the Partnership Company and its Subsidiaries may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted LienNotes, (b) any lien upon any Principal Property issue, assume or capital stock of a Restricted Subsidiary guarantee Indebtedness that would otherwise be subject to secure Indebtedness of the Partnership or any other Person, provided that the foregoing restrictions in an aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b)that, together with all other such Indebtedness of the Company and its Subsidiaries that would otherwise be subject to the foregoing restrictions (not including Indebtedness permitted to be secured under the definition of Permitted Liens) and the aggregate amount of Attributable Indebtedness from deemed outstanding with respect to Sale-/Leaseback Transactions (excluding other than Sale-/Leaseback Transactions permitted by clauses (1in connection with which the Company has voluntarily retired any of the Securities, any Pari Passu Indebtedness or any Funded Indebtedness pursuant to Section 4.09(c)) through (4), inclusive, of Section 5.2 hereof), does not at any one time exceed 1015% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryAssets.

Limitation on Liens. The Partnership shall notSubject to Section 10.16, nor shall it permit any of its Subsidiaries to, create, assume, incur or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding any Securities are Outstanding, neither the foregoing, Company nor the Partnership mayGuarantor will, and may the Guarantor will not permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur, guarantee or suffer otherwise permit to exist without securing the Notes (a) any Permitted Lien, (b) any lien Indebtedness secured by a Lien upon any Principal Property Property, or capital stock upon shares of Capital Stock or Indebtedness issued by any Restricted Subsidiary and owned by the Company or the Guarantor, now or hereafter acquired, without effectively providing concurrently that the Securities (and, if the Company and the Guarantor so elect, any other indebtedness of the Company that is not subordinate to the Securities and with respect to which the governing instruments require, or pursuant to which the Company is otherwise obligated, to provide such security) then Outstanding are secured equally and ratably with or, at the option of the Company and the Guarantor, prior to such Indebtedness so long as such Indebtedness shall be so secured. The foregoing restriction shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Indebtedness secured by (i) Liens on any property, shares of Capital Stock or Indebtedness existing at the time of the acquisition thereof; (ii) Liens on property, shares of Capital Stock or Indebtedness of a Person existing at the time such Person is consolidated or amalgamated with, or merged into, the Company, the Guarantor or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to the Company, the Guarantor or a Restricted Subsidiary; provided that any such Lien does not extend to any property, shares of Capital Stock or Indebtedness owned by the Company, the Guarantor or any Restricted Subsidiary immediately prior to such consolidation, amalgamation, merger, sale, lease or disposition; (iii) Liens on property, shares of Capital Stock or Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary; (iv) Liens in favor of the Company, the Guarantor or a Restricted Subsidiary; (v) Liens to secure all or part of the costs of acquisition, construction, installation, development, improvement or renovation of the underlying property, or to secure Indebtedness incurred to provide funds for any such purpose; provided that the commitment of the Partnership creditor to extend the credit secured by any such Lien shall have been obtained not later than 180 days after the later of (A) the completion of the acquisition, construction, installation, development, improvement or renovation of such property and (B) the placing in operation of such property or of such property as so constructed, developed, improved or renovated; (vi) Liens in favor of the United States of America or any State thereof, or any other Personcountry, provided or any department, agency, or instrumentality or political subdivision thereof, to secure partial progress, advance or other payments; (vii) Liens securing industrial revenue or pollution control bonds; and (viii) Liens existing on the date of the Indenture or any extension, renewal or replacement or refunding of any Indebtedness secured by a Lien existing on the date of the Indenture or referred to in clause (i), (ii), (iii) or (v); provided, however, that the aggregate principal amount of all Indebtedness secured thereby and not otherwise authorized by clauses (i) through (vii) shall not exceed 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 time of such extension, renewal, replacement or refunding. Subject to Section 10.16, notwithstanding the restrictions described above, the Company, the Guarantor and the Restricted Subsidiaries may create, incur, assume or guarantee Indebtedness secured by Liens without equally and ratably securing the Securities then outstanding if, at the time of such creation, incurrence, assumption or guarantee, after giving effect thereto and to the retirement of any Indebtedness which is concurrently being retired, the aggregate amount of all outstanding Indebtedness secured by Liens which would otherwise be subject to such lien and all similar liens under this clause restrictions (b), together with other than any Indebtedness secured by Liens permitted as described in clauses (i) through (viii) of the immediately preceding paragraph) plus all Attributable Indebtedness from Sale-Leaseback Transactions in respect of sale and leaseback transactions with respect to Principal Properties (excluding Sale-Leaseback Transactions with the exception of such transactions which are permitted by under clauses (1i) through (4), inclusive, v) of the first sentence of the first paragraph of Section 5.2 hereof), 10.5) does not exceed 1015% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryAssets.

Limitation on Liens. The Partnership shall notCreate, nor shall it incur, assume or suffer to exist, or, in the case of Exelon, permit any of its Material Subsidiaries to, to create, assumeincur, incur assume or suffer to exist exist, any mortgageLien on its respective property, lienrevenues or assets, security interestwhether now owned or hereafter acquired except (i) Liens imposed by law, pledgesuch as carriers’, charge or warehousemen’s and mechanics’ Liens and other encumbrance similar Liens arising in the ordinary course of business; (“liens”ii) upon any Principal Property or upon any Liens on the capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without equity interest in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to(excluding, createin the case of Exelon, assumethe stock of ComEd, incurPECO, Genco and any holding company for any of the foregoing) or any such Subsidiary’s assets to secure Nonrecourse Indebtedness; (iii) Liens upon or in any property acquired in the ordinary course of business to secure the purchase price of such property or to secure any obligation incurred solely for the purpose of financing the acquisition of such property; (iv) Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition unless permitted by the preceding clause (iii)); (v) Liens on the property, revenues and/or assets of any Person that exist at the time such Person becomes a Subsidiary and the continuation of such Liens in connection with any refinancing or restructuring of the obligations secured by such Liens; (vi) Liens granted in connection with any financing arrangement for the purchase of nuclear fuel or the financing of pollution control facilities, limited to the fuel or facilities so purchased or acquired; (vii) Liens arising in connection with sales or transfers of, or suffer to exist without securing the Notes financing secured by, accounts receivable or related contracts; provided that any such sale, transfer or financing shall be on arms’ length terms; (aviii) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of Liens granted by a Restricted Special Purpose Subsidiary to secure Indebtedness Transitional Funding Instruments of such Special Purpose Subsidiary; (ix) in the case of ComEd, Liens arising under the ComEd Mortgage and “permitted liens” as defined in the ComEd Mortgage; (x) in the case of PECO, (A) Liens granted under the PECO Mortgage and “excepted encumbrances” as defined in the PECO Mortgage, and (B) Liens securing PECO’s notes collateralized solely by mortgage bonds of PECO issued under the terms of the Partnership PECO Mortgage; (xi) in the case of PECO, ComEd and Genco, Liens arising in connection with sale and leaseback transactions entered into by such Borrower or a Subsidiary thereof, but only to the extent (I) in the case of PECO or ComEd or any Subsidiary thereof, the proceeds received from such sale shall immediately be applied to retire mortgage bonds of PECO or ComEd issued under the terms of the PECO Mortgage or the ComEd Mortgage, as the case may be, or (II) the aggregate purchase price of assets sold pursuant to such sale and leaseback transactions where such proceeds are not applied as provided in clause (I) shall not exceed, in the aggregate for PECO, ComEd, Genco and their Subsidiaries, $1,000,000,000; (xii) Liens securing Permitted Obligations; and (xiii) Liens, other Personthan those described in clauses (i) through (xii) of this Section 5.02(a), granted by such Borrower or, in the case of Exelon, any of its Material Subsidiaries in the ordinary course of business securing Debt of such Borrower and, if applicable, such Material Subsidiaries; provided that the aggregate principal amount of all Indebtedness then outstanding Debt secured by such lien and all similar liens under this Liens permitted by clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1xiii) through (4), inclusive, of this Section 5.2 hereof), does 5.02(a) shall not exceed 10% in the aggregate at any one time outstanding (I) in the case of Consolidated Net Tangible Assets or Exelon and its Material Subsidiaries, $100,000,000, (cII) any lien upon in the case of ComEd, $50,000,000, (iIII) any Principal Property that was not owned by in the Partnership or any case of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereofGenco, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not$50,000,000, and is not required to be(IV) in the case of PECO, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary$50,000,000.

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur Incur or suffer to exist any mortgageLien on or with respect to any property or assets now owned or acquired after March 31, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, 1997 to secure any Indebtedness of Debt without making, or causing such Restricted Subsidiary to make, effective provision for securing the Partnership or any other Person Securities (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured x) equally and ratably with, or prior to, with such Indebtedness Debt as to such property for so long as such Indebtedness Debt will be so secured or (y) in the event such Debt is Debt of the Company which is subordinate in right of payment to the Securities, prior to such Debt as to such property for so long as such Debt will be so secured. Notwithstanding The foregoing restrictions shall not apply to: (i) Liens existing on March 31, 1997 and securing Debt outstanding on March 31, 1997; (ii) Liens in favor of the foregoingCompany or any Restricted Subsidiary; (iii) Liens to secure the Securities; (iv) Liens to secure Restricted Subsidiary Guarantees; (v) Liens to secure Debt under Credit Facilities permitted to be Incurred pursuant to clause (ii) of paragraph (b) of Section 1011; (vi) Liens on real or personal property of the Company or a Restricted Subsidiary constructed, installed, acquired or constituting improvements made after the Partnership maydate of original issuance of the Securities to secure Purchase Money Debt permitted to be Incurred pursuant to clause (iii) of paragraph (b) of Section 1011, and may permit any of its Subsidiaries toprovided, createhowever, assume, incur, or suffer to exist without securing the Notes that (a) the principal amount of any Permitted Debt secured by such a Lien does not exceed 100% of such purchase price or cost of construction, installation or improvement of the property subject to such Lien, (b) such Lien attaches to such property prior to, at the time of or within 270 days after the acquisition, the completion of construction, installation or improvement or the commencement of operation of such property and (c) such Lien does not extend to or cover any lien upon any Principal Property property other than the specific item of property (or capital stock portion thereof) acquired, constructed, installed or constituting the improvements financed by the proceeds of a Restricted Subsidiary such Purchase Money Debt; (vii) Liens to secure Indebtedness Acquired Debt, provided, however, that (a) such Lien attaches to the acquired asset prior to the time of the Partnership acquisition of such asset and (b) such Lien does not extend to or cover any other Personasset; (viii) Liens to secure Debt Incurred to extend, provided that renew, refinance or refund (or successive extensions renewals, refinancings or refundings), in whole or in part, Debt secured by any Lien referred to in the aggregate foregoing clauses (i), (iii), (iv), (v), (vi) and (vii) of this Section 1015 so long as such Lien does not extend to any other property and the principal amount of all Indebtedness then outstanding Debt so secured is not increased except as otherwise permitted under clause (v) of paragraph (b) of Section 1011 or clause (x) of Section 1012; (ix) Liens to secure debt consisting of Permitted Interest Rate and Currency Protection Agreements permitted to be Incurred pursuant to clause (vi) of paragraph (b) of Section 1011; (x) Liens to secure Debt secured by such lien and all similar liens under this Receivables permitted to be Incurred pursuant to clause (vii) of paragraph (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions ) of Section 1011; (excluding Sale-Leaseback Transactions xi) Liens to secure Debt of Restricted Subsidiaries permitted to be Incurred pursuant to clause (viii) of paragraph (b) of Section 1011; (xii) Liens not otherwise permitted by the foregoing clauses (1i) through (4), inclusive, of Section 5.2 hereof), does xi) in an amount not to exceed 105% of the Company's Consolidated Net Tangible Assets or Assets; and (cxiii) any lien upon Permitted Liens. SECTION 1016. Limitation on Issuances of Certain Guarantees by, and ----------------------------------------------------- Debt Securities of, Restricted Subsidiaries. ------------------------------------------- The Company shall not (i) permit any Principal Property that was not owned by Restricted Subsidiary to, directly or indirectly, guarantee any Debt Securities of the Partnership or any of its Subsidiaries on the date hereof Company or (ii) the capital stock of permit any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or to issue any of its Subsidiaries on the date hereofDebt Securities unless, in each case owned by either such case, such Restricted Subsidiary simultaneously executes and delivers a Restricted Subsidiary Guarantee providing for a Guarantee of payment of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiarySecurities.

Limitation on Liens. The Partnership Company shall not, nor and shall it not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, assumeincur, incur assume or permit or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon Liens of any Principal Property kind against or upon any capital stock property or assets of the Company or any of its Restricted Subsidiary, Subsidiaries whether owned on the date hereof Issue Date or thereafter acquiredacquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to secure any receive income or profits therefrom unless: (i) in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Notes, the Notes are 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 are equally and ratably secured, except for (A) Liens existing as of the Partnership Issue Date to the extent and in the manner such Liens are in effect on the Issue Date; (B) Liens securing the Notes and the Guarantees; (C) Liens securing borrowings under the Credit Agreement, (whether incurred pursuant to clause (ii) of the definition of "Permitted Indebtedness" or any other Person (other than clause thereof or pursuant to the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets 4.12) including any additional Obligations thereunder (which Liens may extend to all property now owned or (c) any lien upon (i) any Principal Property that was not owned hereafter acquired by the Partnership Company or any of its Subsidiaries Subsidiaries); (D) Liens of the Company or a Wholly Owned Restricted Subsidiary of the Company on the date hereof or (ii) the capital stock assets of any Restricted Subsidiary that owns no Principal Property that was owned by of the Partnership or Company; (E) Liens securing Refinancing Indebtedness which is incurred to Refinance any of its Subsidiaries on the date hereof, in each case owned Indebtedness which has been secured by a Subsidiary Lien permitted under this Section 4.18 and which Indebtedness has been incurred in accordance with the provisions of Section 4.12; provided, however, that such Liens (x) are no less favorable to the Holders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.be-

Limitation on Liens. The Partnership shall Lessee will not, nor shall it and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, assumeincur, incur assume or permit or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon Liens of any Principal Property kind against or upon any capital stock property or assets of Lessee or any of its Restricted Subsidiary, Subsidiaries whether owned on the date hereof Issue Date or thereafter acquiredacquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to secure any Indebtedness receive income or profits therefrom except for (i) Liens existing as of the Partnership or any other Person Issue Date (other than Liens securing Indebtedness under the NotesCredit Agreement) to the extent and in the manner such Liens are in effect on the Issue Date and Liens to the extent contemplated by the Operative Documents; (ii) Liens securing Indebtedness under the Credit Agreement incurred pursuant to Section 9.2(a); (iii) Liens securing an Operating Lease Facility, without in including Liens securing or relating to any obligations with respect to such case making effective provisions whereby all Operating Lease Facility or with respect to guarantees provided to such Operating Lease Facilities; (iv) Liens of the outstanding Notes are secured equally and ratably with, Lessee or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Wholly Owned Restricted Subsidiary of Lessee on assets of any Restricted Subsidiary of Lessee; (v) Liens securing Refinancing Indebtedness which is incurred to secure Refinance any Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding which has been secured by such lien and all similar liens a Lien permitted under this clause (b)Agreement and which has been incurred in accordance with the provisions of this Agreement; provided, together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses however, that such Liens (1) through are no less favorable to the Tranche A Noteholders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced and (4), inclusive, 2) do not extend to or cover any property or assets of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership Lessee or any of its Restricted Subsidiaries on not securing the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor Indebtedness so Refinanced; and (Bvi) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryTranche A Permitted Liens.

Limitation on Liens. The Partnership Company shall not, nor and shall it not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, assumeincur, incur assume or permit or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon Liens of any Principal Property kind against or upon any capital stock property or assets of the Company or any of its Restricted Subsidiary, Subsidiaries whether owned on the date hereof Issue Date or thereafter acquiredacquired after the Issue Date, to secure any Indebtedness of the Partnership or any other Person proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless (other than i) in the Notes)case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Securities, without in any such case making effective provisions whereby all of the outstanding Notes Securities are 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 Securities are equally and ratably withsecured, or prior to, except for (A) Liens existing as of the Issue Date to the extent and in the manner such Indebtedness so long as such Indebtedness is so secured. Notwithstanding Liens are in effect on the foregoing, the Partnership may, Issue Date; (B) Liens securing Senior Debt and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without Liens securing Guarantor Senior Debt; (C) Liens securing the Notes Securities and the Guarantees; (aD) any Permitted Lien, (b) any lien upon any Principal Property Liens of the Company or capital stock of a Wholly Owned Restricted Subsidiary to secure Indebtedness of the Partnership or Company on assets of any other Person, provided that Restricted Subsidiary of the aggregate principal amount of all Company; (E) Liens securing Refinancing Indebtedness then outstanding which is incurred to Refinance any Indebtedness which has been secured by such lien and all similar liens a Lien permitted under this clause Indenture and which has been incurred in accordance with the provisions of this Indenture; provided, however, that such Liens (b), together x) are no -------- ------- less favorable to the Holders and are not more favorable to the lienholders with all Attributable respect to such Liens than the Liens in respect of the Indebtedness from Sale-Leaseback Transactions being Refinanced and (excluding Sale-Leaseback Transactions permitted by clauses (1y) through (4), inclusive, do not extend to or cover any property or assets of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership Company or any of its Restricted Subsidiaries on not securing the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor Indebtedness so Refinanced; and (BF) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryPermitted Liens.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, createincur, assumeissue, incur assume or suffer to exist guaranty any Indebtedness if such Indebtedness is secured by a mortgage, lienpledge of, lien on, security interest, pledge, charge interest in or other encumbrance (“liens”) upon any Principal Property or upon any capital stock shares of Voting Stock of any Restricted Subsidiary, whether such Voting Stock is now owned on or is hereafter acquired, without providing that the date hereof Senior Notes (together with, if the Company shall so determine, any other Indebtedness or obligations of the Company or any Subsidiary ranking equally with such Senior Notes and then existing or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are created) shall be secured equally and ratably with, or prior to, with such Indebtedness so long as such Indebtedness is so securedIndebtedness. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer The foregoing limitation shall not apply to exist without securing the Notes (a) any Permitted LienIndebtedness incurred, (b) any lien upon any Principal Property issued, assumed, guaranteed or capital stock of a Restricted Subsidiary permitted to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding exist and secured by such lien and all similar liens under this clause (b)liens, together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4)security interests, inclusive, of Section 5.2 hereof), pledges or other encumbrances which does not exceed 10% of the Company’s then Consolidated Tangible Net Tangible Assets Worth; (b) Indebtedness secured by a pledge of, lien on or security interest in any shares of Voting Stock of any corporation if such pledge, lien or security interest is made or granted prior to or at the time such corporation becomes a Restricted Subsidiary; provided that such pledge, lien or security interest was not created in anticipation of the transfer of such shares of Voting Stock to the Company or its Subsidiaries (c) liens or security interests securing Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; or (d) the extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien upon or security interest referred to in the foregoing clauses (ib) any Principal Property that was not owned and (c) but only if the principal amount of Indebtedness secured by the Partnership liens or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and security interests immediately prior thereto is not required increased and the lien or security interest is not extended to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryproperty.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Restricted Subsidiaries to, create, assumeincur, incur assume or suffer to exist any mortgageLiens upon their respective assets, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes except for (a) any Permitted LienLiens securing Indebtedness under the Credit Agreement, (b) any lien upon any Principal Property Permitted Liens, (c) Liens securing Acquired Indebtedness, (d) Liens existing on the Issue Date, (e) Liens securing Indebtedness to the extent incurred to refinance, replace, renew or capital stock of a Restricted Subsidiary refund secured Indebtedness existing on the Issue Date or Acquired Indebtedness, (f) Liens securing pollution control bonds and industrial revenue bonds, (g) Liens securing Indebtedness permitted to secure Indebtedness be incurred pursuant to clauses (viii) or (ix) of the Partnership definition of Permitted Indebtedness, (h) Liens securing Indebtedness pursuant to clauses (vii) or any other Person(xi) of the definition of Permitted Indebtedness; provided, provided however, that if such Indebtedness is incurred to finance the aggregate cost of the property subject to a Lien securing such Indebtedness, the principal amount of all the Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does Lien shall not exceed 10100% of Consolidated Net Tangible Assets or (c) any lien upon the cost of the property subject thereto plus related financing costs, (i) Liens in favor of the Trustee and the trustee in respect of any Principal Property that was not owned by other outstanding indebtedness of the Partnership or any Company, (j) Liens granted in connection with the redemption of its Subsidiaries on the date hereof Old Notes, or (iik) the capital stock any replacement, extension, renewal, amendment or modification, in whole or in part, of any Restricted Subsidiary Lien described above; provided that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership extent any such clause limits the amount secured or any Subsidiary of the Partnership other than assets subject to such Excluded Subsidiary Liens, no extension or any other Excluded Subsidiaryrenewal will increase the amount or assets secured by or subject to such Liens.

Limitation on Liens. The Partnership shall Issuer will not, nor shall it and will not cause or permit any of its Subsidiaries Restricted Subsidiary to, createdirectly or indirectly, assumecreate or Incur any Lien of any kind (other than a Permitted Lien) securing any Indebtedness of the Issuer (other than Indebtedness with respect to which CCOC and/or Centennial PR are co-obligors) (including any assumption, incur or suffer to exist any mortgage, lien, security interest, pledge, charge guarantee or other encumbrance (“liens”liability with respect thereto by any Restricted Subsidiary) upon any Principal Property property or upon any capital stock assets of the Issuer or any Restricted Subsidiary, whether Subsidiary owned on the date hereof of this Indenture or thereafter acquiredacquired after the date of this Indenture, to secure any Indebtedness of the Partnership or any other Person income or profits therefrom, unless (other than i) in the Notes)case of Liens securing Pari Passu Indebtedness, without in any such case making effective provisions whereby all of the outstanding Notes Securities are secured equally and ratably withwith the Indebtedness secured by such Lien and (ii) in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Securities, on a senior basis to the obligations so secured with the same relative priority as the Securities will have to that subordinate or prior to, such Indebtedness so long as such Indebtedness is so securedjunior Indebtedness. Notwithstanding the foregoing, any Lien securing the Partnership maySecurities granted pursuant to this Section 4.12 shall be automatically and unconditionally released and discharged, and may permit without any further action on behalf of its Subsidiaries tothe Holders, createupon the release by the holders of the Indebtedness described above of their Lien on the property or assets of the Issuer or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), assume, incurat such time as the holders of all such Indebtedness also release their Lien on the property or assets of the Issuer or such Restricted Subsidiary, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property sale, exchange or capital stock of a Restricted Subsidiary transfer to secure Indebtedness any Person of the Partnership property or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding assets secured by such lien and Lien, or of all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned the Capital Stock held by the Partnership Issuer or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by in, or all or substantially all the Partnership or assets of, any of its Subsidiaries on the date hereof, in each case owned by a Restricted Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than creating such Excluded Subsidiary or any other Excluded SubsidiaryLien.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries subsidiary to, create, assumeincur, incur issue, assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure guarantee any Indebtedness of the Partnership Company or any other Person 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 (other than whether such Principal Property, shares or evidences of Indebtedness are now owned or are hereafter acquired by the NotesCompany), without in any such case making effective provisions whereby provision to secure all of the 2005 Notes and the 2008 Notes then outstanding Notes are secured by such Lien, equally and ratably with, with (or prior to) any and all other Indebtedness thereby secured, such Indebtedness so long as such Indebtedness is 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 payments; and (i) any extension, renewal, replacement or refunding of any Lien referred to in the foregoing clauses (a) through (h), provided, however, that the aggregate principal amount of Indebtedness secured thereby and not otherwise authorized by the foregoing clauses shall not exceed 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 time of such extension, renewal, replacement or refunding. Notwithstanding the foregoing, the Partnership may, Company and its subsidiaries may permit any of its Subsidiaries to, create, assume, incur, issue, assume or suffer to exist guarantee Indebtedness secured by Liens without equally and ratably securing the 2005 Notes (a) and the 2008 Notes then outstanding, provided, that at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any Permitted LienIndebtedness which is concurrently being retired, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all outstanding Indebtedness then outstanding secured by such lien and all similar liens under this clause Liens so incurred (bother than those Liens permitted by the preceding paragraph), together with all outstanding Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions Value of all sale and leaseback transactions permitted by clauses (1) through (4), inclusive, the last paragraph of Section 5.2 hereof)4.09, does not exceed 1015% of the Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryCompany.

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any Restricted Subsidiary to, directly or indirectly, incur any Lien on any of its Subsidiaries toproperties or assets (including Capital Stock), createwhether owned at the date of issuance of any series of Securities pursuant to this Indenture or thereafter acquired, assume, incur in each case to secure Indebtedness of the Company or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned other than (a)(1) Liens incurred by the Company or any Restricted Subsidiary securing Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, to finance the exploration, drilling, development, construction or purchase of or by, or repairs, improvements or additions to, property or assets of the Company or such Restricted Subsidiary, as the case may be, which Liens may include Liens on the Capital Stock of such Restricted Subsidiary or (2) Liens incurred by any Restricted Subsidiary that does not own, directly or indirectly, at the time of such original incurrence of such Lien under this clause (2) any operating properties or assets, securing Indebtedness Incurred to finance the exploration, drilling, development, construction or purchase of or by, or repairs, improvements or additions to, property or assets of any Restricted Subsidiary that does not, directly or indirectly, own any operating properties or assets at the time of such original incurrence of such Lien, which Liens may include Liens on the Capital Stock of one or more Restricted Subsidiaries that do not, directly or indirectly, own any operating properties or assets at the time of such original incurrence of such Lien, provided, however, that the Indebtedness secured by any such Lien may not be issued more than 365 days after the later of the exploration, drilling, development, completion of construction, purchase, repair, improvement, addition or commencement of full commercial operation of the property or assets being so financed; (b) Liens existing on the date hereof of the issuance of such series of Securities (other than Liens relating to Indebtedness or thereafter acquiredother obligations being repaid or Liens that are otherwise extinguished with the proceeds of any offering of Securities pursuant to this Indenture); (c) Liens on property, assets or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that any such Lien may not extend to any other property or assets owned by the Company or any Restricted Subsidiary; (d) Liens on property or assets at the time the Company or a Subsidiary acquires the property or asset, including any acquisition by means of a merger or consolidation with or into the Company or a Subsidiary; provided, however, that such Liens are not incurred in connection with, or in contemplation of, such merger or consolidation; and provided, further, that the Lien may not extend to any other property or asset owned by the Company or any Restricted Subsidiary; (e) Liens securing Indebtedness or other obligations of a Subsidiary owing to the Company or a Restricted Subsidiary or of the Company owing to a Subsidiary; (f) Liens incurred on assets that are the subject of a Capitalized Lease Obligation to which the Company or a Subsidiary is a party, which shall include, Liens on the stock or other ownership interest in one or more Restricted Subsidiaries leasing such assets; (g) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (a), (b), (c), (d) and (f), provided, however, that (x) such new Lien shall be limited to all or part of the Partnership same property or any assets that secured the original Lien (plus repairs, improvements or additions to such property or assets and Liens on the stock or other Person ownership interest in one or more Restricted Subsidiaries beneficially owning such property or assets) and (y) the amount of the Indebtedness secured by such Lien at such time (or, if the amount that may be realized in respect of such Lien is limited, by contract or otherwise, such limited lesser amount) is not increased (other than by an amount necessary to pay fees and expenses, including premiums, related to the Notesrefinancing, refunding, extension, renewal or replacement of such Indebtedness), without in any such case making effective provisions whereby all of ; and (h) Liens by which the outstanding Notes Securities are secured equally and ratably with, with other Indebtedness pursuant to this Section 3.4; in any such case without effectively providing that the Securities shall be secured equally and ratably with (or prior to, such Indebtedness ) the obligations so secured for so long as such Indebtedness is obligations are so secured. Notwithstanding ; provided, however, that the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, Company or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary may Incur other Liens to secure outstanding Indebtedness as long as the sum of (x) the lesser of (A) the amount of outstanding Indebtedness secured by Liens Incurred pursuant to this proviso (or, if the amount that may be realized in respect of such Lien is limited, by contract or otherwise, such limited lesser amount) and (B) the fair value (as determined by the Board of Directors) of the Partnership or any other Personproperty securing such item of Indebtedness, provided that plus (y) the aggregate principal amount of Attributable Debt with respect to all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-/Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of entered into pursuant to the first proviso to Section 5.2 hereof), 3.3 does not exceed 1015% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries as determined based on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary Consolidated balance sheet of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary Company as of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryend of the most recent fiscal quarter for which financial statements are available.

Limitation on Liens. The Partnership Guarantor shall not, nor and shall it not permit any of its Subsidiaries Principal Domestic Subsidiary to, createissue, assume, incur assume or suffer to exist guarantee any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Debt for borrowed money secured by any Lien upon any Principal Property or upon any capital shares of stock or Debt of any Restricted SubsidiaryPrincipal Domestic Subsidiary (whether such Principal Property, whether shares of stock or Debt is now owned on or hereafter acquired) without making effective provision whereby the date hereof Securities (together with, if the Guarantor shall so determine, any other Debt or thereafter acquired, to secure any Indebtedness other obligation of the Partnership Guarantor or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are Subsidiary) shall be secured equally and ratably withwith (or, or at the option of the Guarantor, prior to, such Indebtedness ) the Debt so secured for so long as such Indebtedness Debt is so secured. Notwithstanding the foregoingThe foregoing restrictions will not, however, apply to Debt secured by Permitted Liens. In addition, the Partnership Guarantor and its Principal Domestic Subsidiaries may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted LienSecurities, (b) any lien upon any Principal Property issue, assume or capital stock of a Restricted Subsidiary guarantee Debt that would otherwise be subject to secure Indebtedness of the Partnership or any other Person, provided that the foregoing restrictions in an aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b)that, together with all other such Debt of the Guarantor and its Principal Domestic Subsidiaries that would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under the definition of Permitted Liens) and the aggregate amount of Attributable Indebtedness from Debt deemed outstanding with respect to Sale-/Leaseback Transactions (excluding Sale-Leaseback Transactions permitted reduced by clauses (1the amount applied pursuant to Section 4.09(b)) through (4), inclusive, of Section 5.2 hereof), does not at any one time exceed 10% of Consolidated Adjusted Net Tangible Assets or (c) any lien upon (i) any Principal Property that was Assets. The following types of transactions shall not owned be deemed to create “Debt” secured by “Liens” within the Partnership or any meaning of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, those terms as used in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.this Indenture:

Limitation on Liens. The Partnership shall Issuer will not, nor shall it and the Parent will not cause or permit any of its Subsidiaries the Issuer to, directly or indirectly, create, assumeincur, incur assume or permit or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon Liens of any Principal Property kind against or upon any capital stock of its property other than Issuer Permitted Liens. The Parent shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets of the Parent or any of its Restricted SubsidiarySubsidiaries constituting Collateral, whether owned on the date hereof Issue Date or thereafter acquiredacquired after the Issue Date other than Permitted Collateral Liens. The Parent shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to secure exist any Indebtedness of the Partnership or any other Person Liens (other than the Notes), without in Permitted Liens) of any such case making effective provisions whereby all kind against or upon any property or assets of the outstanding Parent or any of its Restricted Subsidiaries not constituting Collateral, whether owned on the Issue Date or acquired after the Issue Date securing Indebtedness unless contemporaneously with the incurrence of such Liens provision is made to secure the Indebtedness due under the Notes are secured (including any Additional Notes) or, in respect of Liens on any Guarantor’s property or assets, any Guarantee of such Guarantor, equally and ratably with, or prior to, with the Indebtedness secured by such Indebtedness Lien for so long as such Indebtedness is so secured. Notwithstanding Any such Lien in favor of the foregoing, Trustee and the Partnership may, Holders of the Notes will be automatically and may permit any unconditionally released and discharged concurrently with (i) the release of its Subsidiaries to, create, assume, incur, or suffer the Lien which gave rise to exist without securing the Lien in favor of the Trustee and the Holders of the Notes (a) any Permitted other than as a consequence of an enforcement action with respect to the assets subject to such Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) upon the capital stock full and final payment of any Restricted Subsidiary that owns no Principal Property that was owned all amounts payable by the Partnership Issuer and the Guarantors under the Notes, this Indenture and the Guarantees or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary (iii) upon legal defeasance or satisfaction and discharge of the Partnership Notes as provided in Section 8.2 (an “Excluded Subsidiary”Legal Defeasance and Discharge) that and Section 8.5 (A) is not, Satisfaction and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary Discharge of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryIndenture).

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not cause or permit any of its Subsidiaries Restricted Subsidiary to, createdirectly or indirectly, assumecreate or incur any Lien (other than a Permitted Lien) of any kind securing any Indebtedness (including any assumption, incur or suffer to exist any mortgage, lien, security interest, pledge, charge guarantee or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of liability with respect thereto by any Restricted Subsidiary, whether ) or other obligations upon (x) the Collateral or (y) any other property or assets (including any intercompany notes) of the Company or any Restricted Subsidiary that does not constitute Collateral that is owned on the date hereof of this Indenture or thereafter acquiredacquired after the date of this Indenture, to secure any Indebtedness of the Partnership or any other Person (other than the Notesa Permitted Lien) assign or convey (for collateral purposes) any right to receive any income or profits therefrom, unless, solely with respect to property or assets referred to in clause (y), without the Securities (or a Guarantee, if any, in any such the case making effective provisions whereby all of the outstanding Notes Liens of a Guarantor) are directly secured equally and ratably withwith (or, in the case of Subordinated Indebtedness, prior or prior tosenior thereto, with the same relative priority as the Securities shall have with respect to such Indebtedness so long as Subordinated Indebtedness) such Indebtedness is so securedIndebtedness. Notwithstanding the foregoing, any Lien securing the Partnership maySecurities granted pursuant to this covenantclause (y) of the immediately preceding paragraph shall be automatically and unconditionally released and discharged upon the release by the holders of the Indebtedness described above of their Lien on the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), and may permit any at such time as the holders of its Subsidiaries to, create, assume, incurall such Indebtedness also release their Lien on the property or assets of the Company or such Restricted Subsidiary, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property sale, exchange or capital stock of a Restricted Subsidiary transfer to secure Indebtedness any Person not an Affiliate of the Partnership Company of the property or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding assets secured by such lien and Lien, or of all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned the Capital Stock held by the Partnership Company or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by in, or all or substantially all the Partnership or assets of, any of its Subsidiaries on the date hereof, in each case owned by a Restricted Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than creating such Excluded Subsidiary or any other Excluded SubsidiaryLien.

Limitation on Liens. The Partnership shall notCreate, nor shall it permit any of its Subsidiaries toincur, create, assume, incur assume or suffer to exist exist, any mortgageLien of any kind upon any of their property or assets, lienincome or profits, security interestwhether now owned or hereafter acquired, pledgeexcept (a) the Liens existing as of the date of this Agreement referred to in the financial statements referred to in Section 5.1 hereof, charge provided, however, that such Liens are not spread to cover other or additional indebtedness or property of any Co-Borrower or Guarantor; (b) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of a Co-Borrower or Guarantor, as the case may be, in accordance with GAAP; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other encumbrance like Liens arising in the ordinary course of business for sums which are not overdue for a period of more than 45 days or which are being contested in good faith and by appropriate proceedings; (“liens”d) upon any Principal Property pledges or upon any capital stock of any Restricted Subsidiarydeposits in connection with worker's compensation, whether owned on the date hereof or thereafter acquired, unemployment insurance and other social security legislation; (e) deposits to secure any Indebtedness the performance of the Partnership or any other Person bids, trade contracts (other than the Notesfor borrowed money), without leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any such case making effective provisions whereby all materially detract from the value of the outstanding Notes are secured equally property subject thereto or interfere with the ordinary conduct of the business of any Co-Borrower or any Guarantor; (g) Liens covering real or personal property in existence at the time of acquisition thereof by a Co-Borrower or a Guarantor, and ratably withpurchase money mortgages and purchase money security interests (including the Lien or retained security title of a conditional vendor) covering real or personal property hereafter acquired by a Co-Borrower or a Guarantor in the ordinary course of business, provided such Lien shall not exceed 100% of the purchase price of the property so encumbered and no such Lien covers, or prior tois extended to cover, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case property owned by a Subsidiary Co-Borrower or a Guarantor; and (h) Liens in favor of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryAgent.

Limitation on Liens. The Partnership shall Effective as of the Implementation Date and until all payments required of GM under this Settlement Agreement, other than the Shortfall Amount payments set forth in Sections 8.G and 10 and Exhibit D of this Settlement Agreement, have been made, GM will not, nor shall will it permit any of its Subsidiaries Manufacturing Subsidiary to, create, assume, incur issue or suffer to exist assume any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Debt secured by a Mortgage upon any Principal Domestic Manufacturing Property of GM or any Manufacturing Subsidiary or upon any capital shares of stock or indebtedness of any Restricted SubsidiaryManufacturing Subsidiary (whether such Principal Domestic Manufacturing Property, whether shares of stock or indebtedness are now owned on the date hereof or thereafter hereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), ) without in any such case making effective provisions whereby all effectively providing concurrently with the issuance or assumption of any such Debt that the outstanding Notes are payment obligations by GM under this Settlement Agreement, other than the Shortfall Amount payments set forth in Sections 8.G and 10 and Exhibit D of this Settlement Agreement, (together with, if GM shall so determine, any other indebtedness of GM or such Manufacturing Subsidiary ranking equally with the payment obligations by GM under this Settlement Agreement and then existing or thereafter created) shall be secured equally and ratably withwith such Debt, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that unless the aggregate principal amount of all Indebtedness then outstanding Debt issued or assumed and so secured by such lien and all similar liens under this clause (b)Mortgages, together with all Attributable Indebtedness from Sale-Leaseback Transactions other Debt of GM and its Manufacturing Subsidiaries which (excluding Sale-Leaseback Transactions if originally issued or assumed at such time) would otherwise be subject to the foregoing restrictions, but not including Debt permitted by to be secured under clauses (1i) through (4), inclusive, vi) of Section 5.2 hereof)the immediately following paragraph, does not at the time exceed 1020% of Consolidated Net Tangible Assets or (c) any lien upon the stockholders’ equity of GM and its consolidated subsidiaries, as determined in accordance with generally accepted accounting principles and shown on the audited consolidated balance sheet contained in the latest published annual report to the stockholders of GM. The above restrictions shall not apply to Debt secured by (i) Mortgages on property, shares of stock or indebtedness of any Principal Property that was not owned by corporation or other entity existing at the Partnership time such corporation or any of its Subsidiaries on the date hereof or other entity becomes a Manufacturing Subsidiary; (ii) Mortgages on property existing at the capital stock time of any Restricted Subsidiary that owns no Principal Property that was owned acquisition of such property by GM or a Manufacturing Subsidiary, or Mortgages to secure the Partnership payment of all or any part of its Subsidiaries on the purchase price of such property upon the acquisition of such property by GM 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 hereofof acquisition of such property and the date such property is placed in service, in each case owned by 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 GM or a Manufacturing Subsidiary of improvements to such acquired property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to GM or to another Subsidiary; (iv) Mortgages on property of a corporation or other entity existing at the Partnership (an “Excluded Subsidiary”) that (A) time such corporation or other entity is notmerged or consolidated with GM or a Manufacturing Subsidiary or at the time of a sale, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership lease or any Subsidiary other disposition of the Partnership properties of a corporation or other than such Excluded Subsidiary entity as an entirety or any other Excluded substantially as an entirety to GM or a Manufacturing Subsidiary.;

Limitation on Liens. The Partnership Guarantor shall not, nor and shall it not permit any Restricted Subsidiary to, directly or indirectly, incur any Lien on any of its Subsidiaries toproperties or assets (including Capital Stock), createwhether owned at the date of issuance of any Series of Securities pursuant to the Indenture or thereafter acquired, assume, incur in each case to secure Indebtedness of the Guarantor or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned other than (a)(1) Liens incurred by the Guarantor or any Restricted Subsidiary securing Indebtedness Incurred by the Guarantor or such Restricted Subsidiary, as the case may be, to finance the exploration, drilling, development, construction or purchase of or by, or repairs, improvements or additions to, property or assets of the Guarantor or such Restricted Subsidiary, as the case may be, which Liens may include Liens on the Capital Stock of such Restricted Subsidiary or (2) Liens incurred by any Restricted Subsidiary that does not own, directly or indirectly, at the time of such original incurrence of such Lien under this clause (2) any operating properties or assets, securing Indebtedness Incurred to finance the exploration, drilling, development, construction or purchase of or by, or repairs, improvements or additions to, property or assets of any Restricted Subsidiary that does not, directly or indirectly, own any operating properties or assets at the time of such original incurrence of such Lien, which Liens may include Liens on the Capital Stock of one or more Restricted Subsidiaries that do not, directly or indirectly, own any operating properties or assets at the time of such original incurrence of such Lien, provided, however, that the Indebtedness secured by any such Lien may not be issued more than 365 days after the later of the exploration, drilling, development, completion of construction, purchase, repair, improvement, addition or commencement of full commercial operation of the property or assets being so financed; (b) Liens existing on the date hereof of the issuance of such series of Securities (other than Liens relating to Indebtedness or thereafter acquiredother obligations being repaid or Liens that are otherwise extinguished with the proceeds of any offering of Securities pursuant to this Indenture); (c) Liens on property, assets or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that any such Lien may not extend to any other property or assets owned by the Guarantor or any Restricted Subsidiary; (d) Liens on property or assets at the time the Guarantor or a Subsidiary acquires the property or asset, including any acquisition by means of a merger or consolidation with or into the Guarantor or a Subsidiary; provided, however, that such Liens are not incurred in connection with, or in contemplation of, such merger or consolidation; and provided, further, that the Lien may not extend to any other property or asset owned by the Guarantor or any Restricted Subsidiary; (e) Liens securing Indebtedness or other obligations of a Subsidiary owing to the Guarantor or a Restricted Subsidiary or of the Guarantor owing to a Subsidiary; (f) Liens incurred on assets that are the subject of a Capitalized Lease Obligation to which the Guarantor or a Subsidiary is a party, which shall include, Liens on the stock or other ownership interest in one or more Restricted Subsidiaries leasing such assets; (g) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (a), (b), (c), (d) and (f), provided, however, that (x) such new Lien shall be limited to all or part of the Partnership same property or any assets that secured the original Lien (plus repairs, improvements or additions to such property or assets and Liens on the stock or other Person ownership interest in one or more Restricted Subsidiaries beneficially owning such property or assets) and (y) the amount of the Indebtedness secured by such Lien at such time (or, if the amount that may be realized in respect of such Lien is limited, by contract or otherwise, such limited lesser amount) is not increased (other than by an amount necessary to pay fees and expenses, including premiums, related to the Notesrefinancing, refunding, extension, renewal or replacement of such Indebtedness), without in any such case making effective provisions whereby all of ; and (h) Liens by which the outstanding Notes Securities are secured equally and ratably with, with other Indebtedness pursuant to this Section 5.03; in any such case without effectively providing that the Securities shall be secured equally and ratably with (or prior to, such Indebtedness ) the obligations so secured for so long as such Indebtedness is obligations are so secured. Notwithstanding ; provided, however, that the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, Guarantor or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary may Incur other Liens to secure outstanding Indebtedness as long as the sum of (x) the lesser of (A) the amount of outstanding Indebtedness secured by Liens Incurred pursuant to this proviso (or, if the amount that may be realized in respect of such Lien is limited, by contract or otherwise, such limited lesser amount) and (B) the fair value (as determined by the Board of Directors) of the Partnership or any other Personproperty securing such item of Indebtedness, provided that plus (y) the aggregate principal amount of Attributable Debt with respect to all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-/Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of entered into pursuant to the first proviso to Section 5.2 hereof), 5.02 does not exceed 1015% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries as determined based on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary Consolidated balance sheet of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary as of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryend of the most recent fiscal quarter for which financial statements are available.

Limitation on Liens. The Partnership shall Issuer will not, nor shall will it permit any of its Subsidiaries Restricted Subsidiary to, createincur, assume, incur guarantee or suffer to exist any Indebtedness for money borrowed (herein referred to as "Debt") if such Debt is secured, directly or indirectly, by any mortgage, lien, security interest, pledge, charge security interest or other encumbrance lien of any kind (“liens”hereinafter referred to as a "Mortgage") upon any Principal Property or upon any Indebtedness or share of capital stock of any Restricted SubsidiarySubsidiary which owns any Principal Property, whether now owned on the date hereof or thereafter hereafter acquired, to secure any Indebtedness of without making effective provision, and the Partnership or any other Person (other than the Notes), without Issuer in any such case making will make or cause to be made effective provisions provision, whereby all the Securities of the outstanding Notes are each series will be secured by such Mortgage equally and ratably with, with (or prior to, such Indebtedness ) any other Debt thereby secured so long as such Indebtedness is Debt shall be so secured, except that the foregoing provisions shall not apply to: (i) Mortgages existing at the time of acquisition of the property, shares of stock or Indebtedness affected thereby or incurred to secure payment of all or part of the purchase price of such property, shares of stock or Indebtedness or to secure Debt incurred prior to, at the time of or within 120 days after the acquisition or completion of construction of such property, shares of stock or Indebtedness for the purpose of financing all or part of the purchase price or cost of construction thereof, as the case may be (provided that such Mortgages are limited to such property and improvements thereon or the shares of stock or Indebtedness so acquired), (ii) Mortgages affecting property, shares of stock or Indebtedness of a Person existing at the time it becomes a Restricted Subsidiary (provided that any such Mortgage shall attach only to the properties and improvements thereon or the shares of stock or Indebtedness so acquired), (iii) Mortgages which secure only Debt of a Restricted Subsidiary owing to the Issuer or a Subsidiary, (iv) Mortgages or easements on property of the Issuer or any Restricted Subsidiary related to the financing of such property on a tax-exempt basis pursuant to Section 103(b)(4) or (b)(6) of the Internal Revenue Code of 1986, as amended (or any successor section thereto), that do not in the aggregate materially detract from the value of property or assets or materially impair the use thereof in the operation of the business of the Issuer or any Restricted Subsidiary, (v) Mortgages in favor of the United States of America or any instrumentality thereof, or in favor of any foreign government or any department, agency, instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute, (vi) Mortgages existing at the date of this Indenture, (vii) liens on property or assets of the Issuer or any Restricted Subsidiary consisting of marine Mortgages provided for in Title XI of the Merchant Marine Act of 1936 or foreign equivalents, (viii) Mortgages on property of the Issuer or any Restricted Subsidiary securing Debt incurred in connection with the financing of operating, constructing or acquiring projects, provided that the recourse for such Debt is limited to the assets of such projects, and (ix) 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 (viii) inclusive or of any Debt secured thereby, provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and; provided, further, that such Mortgage shall be limited to all or part of substantially the same property which secured the Mortgage extended, renewed or replaced (plus improvements on such property). Notwithstanding the foregoing, the Partnership may, and Issuer or any Restricted Subsidiary may create or permit to exist Mortgages on any of its Subsidiaries to, create, assume, incurPrincipal Property, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property indebtedness or share of capital stock of a any Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that so long as the aggregate principal amount of all Indebtedness then outstanding Debt secured by all such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions Mortgages (excluding Sale-Leaseback Transactions permitted therefrom the Debt secured by Mortgages set forth in clauses (1i) through (4ix), inclusive, of Section 5.2 hereof), above) does not exceed 10% of the Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryIssuer.

Limitation on Liens. The Partnership shall notCompany will not itself, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, createincur, assumeissue, incur assume or suffer to exist guarantee any indebtedness for money borrowed or any 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, lien, security interest, pledge, charge deed of trust or other encumbrance (“liens”) upon lien on, any Principal Property owned by the Company or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any shares of stock or other Person ownership interests or Debt of any Restricted Subsidiary held by the Company or any Restricted Subsidiary (such pledges, mortgages, deeds of trust and other than the Notesliens being hereinafter in this Section and in Section 1011 called “Mortgage” or “Mortgages”), without in effectively providing that the Securities of all series (together with, if the Company shall so determine, any such case making effective provisions whereby all other Debt of the outstanding Notes are Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with, with (or prior to) such secured Debt, such Indebtedness so long as such Indebtedness is secured Debt shall be so secured. Notwithstanding the foregoing, the Partnership mayunless, and may permit any of its Subsidiaries toafter giving effect thereto, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding such secured by such lien and all similar liens under this clause (b)Debt which would otherwise be prohibited, together with plus all Attributable Indebtedness from Sale-Leaseback Transactions Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (excluding Sale-Leaseback Transactions permitted as defined in Section 1010) which would otherwise be prohibited by clauses (1) through (4), inclusive, of Section 5.2 hereof), does 1010 would not exceed the sum of 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property Assets; provided, that was this Section shall not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is notapply to, and is not required to bethere shall be excluded from secured Debt in any computation under this Section, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.Debt secured by:

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries to, createIncur, assume, incur or suffer to exist exist, create or otherwise cause to be effective any mortgage, lien, security interest, pledge, charge Lien on any asset now owned or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom to secure any Indebtedness of the Partnership or any other Person except: (a) Permitted Liens (other than the Notes), without Permitted Liens described in any such case making effective provisions whereby all clause (i) of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Liendefinition thereof), (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness Liens existing as of the Partnership date hereof (and any extension, renewal or any other Personreplacement Liens upon the same Property subject to such Liens, provided that the aggregate principal amount of all Indebtedness then outstanding secured by each Lien constituting such lien and all similar liens under this clause (ban extension, renewal or replacement Lien shall not exceed the principal amount of Indebtedness secured by the Lien theretofore existing, plus amounts described in Section 7.7(b)(iii)(A) with respect to permitted Refinancing Indebtedness), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) after the Security Opinion Date, Liens securing Indebtedness of any lien upon Subsidiary of the Company, PROVIDED that (i) any Principal such Liens are limited to Property that was not owned by the Partnership or any assets of its Subsidiaries on the date hereof or such Subsidiary, (ii) the capital stock Indebtedness secured by such Liens was not Incurred in violation of this Agreement and (iii) the Indebtedness secured by such Liens is not subordinated to or junior in right or priority of payment in any Restricted Subsidiary that owns no Principal Property that was owned by respect to any other Indebtedness of such Subsidiary; (d) after the Partnership Security Opinion Date, Liens as defined in clause (i) of the definition of Permitted Liens; and (e) Liens replacing, extending or any of its Subsidiaries on the date hereofrenewing, in each case owned by a Subsidiary whole or in part, any Lien described in the foregoing clauses (a) through (d), including in connection with any refinancing of the Partnership (an “Excluded Subsidiary”) Indebtedness, in whole or in part, secured by any such Lien effected in accordance with Section 7.7, PROVIDED that (A) is notif any such clauses limit the amount secured by or the Property or assets subject to such Liens, and is not required no such replacement, extension or renewal shall increase the amount of Indebtedness or the Property or assets subject to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryLiens.

Limitation on Liens. The Partnership shall It will not, nor shall it and will not permit any of its the Subsidiaries to, create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance Lien on any Property owned by such Person (“liens”) upon any Principal Property or upon any capital stock including all Capital Stock of any Restricted SubsidiarySubsidiary now or hereafter owned by such Person) to secure Indebtedness, whether owned on or acquire any such Property subject to any conditional sale or title retention agreement, except: (i) purchase money security arrangements upon Property acquired subsequent to the date hereof of this Agreement, provided that each such security arrangement does not exceed 80% of the cost or thereafter acquiredfair value of the Property acquired and is a lien only on such Property, or renewals or extensions of any such security arrangement upon the same Property and not in a greater amount; (ii) Liens on Property in favor of, or any conditional sale or title retention agreement relating to any Property with, 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 such political subdivision, or any agent or trustee acting on behalf of any of the foregoing, or any agent or trustee acting on behalf of the holders of obligations issued by any of the foregoing, to secure partial, progress, advance or other payments pursuant to any Indebtedness agreement, understanding, contract, lease or statute (including, but not limited to, agreements, understandings, contracts, leases or statutes that require the construction of Property and sale thereof to any of the Partnership named departments, agencies or political divisions, as a part of the lease or installment purchase of such Property by the Company or any Subsidiary) 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 Liens; (iii) any reservation or exception contained in any instrument under which the Company or any Subsidiary owns or shall acquire any Property and under the terms of which any vendor, lessor or assignor reserves or excepts an interest in oil, gas or any other Person mineral or the proceeds thereof; (iv) any conveyance or assignment under the terms of which the Company or any Subsidiary conveys or assigns an interest in oil, gas or any, other than mineral or the Notes), without proceeds thereof whether or not such conveyance or assignment is in any such case making effective provisions whereby connection with or substantially simultaneous with an extension of credit to the grantee or assignee thereunder on a basis providing for repayment of all or substantially all of the outstanding Notes are secured equally and ratably with, such advance out of such proceeds or prior to, out of production from such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes interest; (a) any Permitted Lien, (bv) any lien upon any Principal Property owned by the Company or capital stock any Subsidiary or in which the Company or any Subsidiary owns an interest to secure payment of its proportionate part of the expenses of developing or conducting operations for the recovery, storage, transportation or sale of the mineral resources of such Property (or Property with which it is unitized); (vi) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary; (vii) Liens (not otherwise permitted hereunder) which secure indebtedness for borrowed money not exceeding (as to the Company and all Subsidiaries) $10,000,000 in aggregate amount at any time outstanding; (viii) any Liens securing indebtedness for borrowed money of a Restricted wholly-owned Subsidiary of the Company, to the Company or to another wholly-owned Subsidiary of the Company; (ix) Liens for taxes not yet due or that are being contested in good faith and by appropriate proceedings; (x) carriers', warehousemen's, mechanic's, materialmen's, repairmen's or other like Liens arising in the ordinary course of business; (xi) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations; (xii) deposits to secure Indebtedness the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the Partnership ordinary course of business; (xiii) Liens in favor of customs revenue authorities arising as a matter of law to secure payment of customs duties; (xiv) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part of any other Personlien referred to in the foregoing clauses (i) to (v), inclusive, provided that the aggregate principal amount of all Indebtedness then outstanding obligation secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does thereby shall not exceed 10% the obligation so secured at the time of Consolidated Net Tangible Assets such extension, renewal or (c) any lien upon (i) any Principal Property replacement, and that was not owned by the Partnership such extension, renewal or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary replacement shall be limited to that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary portion of the Partnership Property which secured the lien so extended, renewed or replaced (an “Excluded Subsidiary”plus improvements on such Property); (xv) that (A) is not, and is not required Liens in favor of the Collateral Agent pursuant to be, a Subsidiary Guarantor the Collateral Documents and (Bxvi) has Liens (not granted any liens otherwise permitted hereunder) which are set forth on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiarySchedule XI attached hereto.

Limitation on Liens. The Partnership shall Issuer will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Liens of any kind upon any Principal Property of its respective properties now owned or upon acquired after the Closing Date or any capital stock of any Restricted Subsidiary, whether owned on the date hereof income or thereafter acquired, to secure profits therefrom securing (i) any Indebtedness of the Partnership or Issuer which is expressly subordinate in right of payment to any other Person (other than the Notes), without in any such case making effective provisions whereby all Indebtedness of the outstanding Issuer, unless the Notes are secured equally and ratably withsecured; provided that, or prior to, if such Indebtedness is subordinate in right of payment to the Notes, the Lien securing such Indebtedness shall be subordinate to the Lien securing the Notes with the same relative priority as such subordinated Indebtedness shall have with respect to the Notes; provided further that this clause (i) shall not be applicable to any Liens securing any such Indebtedness which became Indebtedness of the Issuer pursuant to a transaction permitted under Article Five or Liens securing Acquired Indebtedness and, in each case, which Liens were in existence at the time of such transaction or Incurrence of such Acquired Indebtedness and not Incurred in connection with or in contemplation of such transaction or Incurrence, so long as such Indebtedness is so secured. Notwithstanding Liens do not extend to or cover any property or assets of the foregoing, the Partnership may, and may permit Issuer or any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership other than property or any other Personassets acquired in such transaction, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock any assumption, guarantee or other liability of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or in respect of any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary Indebtedness of the Partnership (an “Excluded Subsidiary”) that (A) Issuer which is notexpressly subordinate in right of payment to any other Indebtedness of the Issuer, unless the substantially similar assumption, guarantee or other liability of such Restricted Subsidiary in respect of the Notes is equally and ratably secured; provided that, if such subordinated Indebtedness is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any subordinate in right of its property securing Indebtedness with recourse payment to the Partnership Notes, the Lien securing the assumption, guarantee or other liability of such Restricted Subsidiary in respect of such Indebtedness shall be subordinate to the Lien securing the assumption, guarantee or other liability of such Restricted Subsidiary with respect to the Notes with the same relative priority as such subordinated Indebtedness shall have with respect to the Notes; provided further that this clause (ii) shall not be applicable to Liens securing any such assumption, guarantee or other liability which existed at the time such Restricted Subsidiary became a Restricted Subsidiary and which Liens were in existence at the time of such transaction (unless such assumption, guarantee or other liability was Incurred in connection with or in contemplation of such Person becoming a Restricted Subsidiary), so long as such Liens do not extend to or cover any property or assets of the Partnership other than such Excluded Subsidiary Issuer or any other Excluded Restricted Subsidiary.

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries Restricted Subsidiary to, create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon Liens of any Principal Property kind against or upon any capital stock of any Restricted Subsidiaryits property or assets, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person proceeds therefrom, unless (other than i) in the Notes)case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Notes or any Guarantee, without in any as applicable, the Notes or such Guarantee, as the case making effective provisions whereby all of the outstanding Notes may be, are 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 or Guarantees, as the case may be, are equally and ratably withsecured, except for (A) Liens existing as of the Effective Date and any extensions, renewals or prior toreplacements thereof, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding (B) Liens securing Senior Debt and Guarantor Senior Debt (whether incurred by the foregoingCompany or a Restricted Subsidiary), the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without (C) Liens securing the Notes (a) any Permitted Lienand the Guarantees, (bD) any lien upon any Principal Property Liens of the Company or capital stock of a Wholly Owned Restricted Subsidiary to secure Indebtedness of the Partnership or Company on assets of any other PersonSubsidiary of the Company, provided that the aggregate principal amount of all (E) Liens securing Indebtedness then outstanding which is incurred to refinance Indebtedness which has been secured by such lien and all similar liens a Lien permitted under this clause (b)Indenture and which has been incurred in accordance with the provisions of this Indenture; PROVIDED, together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4)HOWEVER, inclusive, that such Liens do not extend to or cover any property or assets of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership Company or any of its Restricted Subsidiaries on not securing the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is notIndebtedness so refinanced, and is not required to be, a Subsidiary Guarantor and (BF) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryPermitted Liens.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary Guarantor to, directly or indirectly, create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge Lien (other than Permitted Liens) on any asset now owned or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom to secure any Indebtedness; provided that in addition to creating Permitted Liens on its properties or assets, (i) the Company may create any Lien upon any of its properties or assets (including, but not limited to, any Capital Stock of its Subsidiaries) if the Notes are equally and ratably secured thereby, and (ii) a Subsidiary Guarantor may create any Lien upon any of its properties or assets (including, but not limited to, any Capital Stock of its Subsidiaries) if its Subsidiary Guarantee is equally and ratably secured thereby; provided, however, that if (a) the Company creates any Lien on its assets to secure any Subordinated Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoingCompany, the Partnership may, Lien securing such Subordinated Indebtedness shall be subordinated and may permit any of its Subsidiaries to, create, assume, incur, or suffer junior to exist without the Lien securing the Notes (a) any Permitted Lienwith the same or lesser priorities as the Subordinated Indebtedness shall have with respect to the Notes, and (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor creates any Lien on its assets to secure any Subordinated Indebtedness of such Subsidiary Guarantor, the Lien securing such Subordinated Indebtedness shall be subordinated and (B) has not granted any liens on any of its property securing Indebtedness with recourse junior to the Partnership Lien securing the Subsidiary Guarantee of such Subsidiary Guarantor with the same or any Subsidiary of lesser priorities as the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiarySubordinated Indebtedness shall have with respect to the Subordinated Guarantee.

Limitation on Liens. The Partnership shall not, nor shall it Company will not and will not permit any of its Restricted Subsidiaries to, create, assumeincur, incur assume or otherwise cause or suffer to exist or become effective any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock Lien of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person kind (other than the Notes)Permitted Liens) securing Indebtedness upon any of their property or assets, without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, now owned or prior to, such Indebtedness so long as such Indebtedness is so securedhereafter acquired. Notwithstanding the foregoing, the Partnership mayCompany will not, and may will not permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur, or suffer to exist without securing (i) incur any Indebtedness (other than the Notes (aand the Subsidiary Guarantees) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding is secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by Liens on any Equity Interest in a Guarantor in reliance upon clauses (1) through or (417) of the definition of Permitted Liens (or, solely with respect to any Lien incurred under clause (1) of such definition, clause (18) of such definition), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by unless in each case the Partnership Notes or any Subsidiary Guarantee of its Subsidiaries such Restricted Subsidiary, as applicable, are secured on an equal and ratable basis with (or on a senior basis to, in the date hereof case of obligations subordinated in right of payment to the Notes or such Subsidiary Guarantee, as the case may be) the obligations so secured until such time as such obligations are no longer secured by a Lien, or (ii) incur any Indebtedness (other than the capital stock Notes and the Subsidiary Guarantees and other than Credit Agreement Obligations) that is secured by junior priority Liens on any Credit Agreement Collateral in reliance upon clauses (1) or (17) of the definition of Permitted Liens (or, solely with respect to any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any Lien incurred under clause (1) of its Subsidiaries on the date hereofsuch definition, clause (18) of such definition), unless in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership Notes or any Subsidiary Guarantee of such Restricted Subsidiary, as applicable, are secured on an equal and ratable basis with (or on a senior basis to, in the Partnership other than case of obligations subordinated in right of payment to the Notes or such Excluded Subsidiary or any other Excluded SubsidiaryGuarantee, as the case may be) the obligations so secured until such time as such obligations are no longer secured by a Lien.

Limitation on Liens. The Partnership shall (a) As long as any Securities of a series entitled to the benefit of this covenant are outstanding, the Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, create, assume, incur or suffer to exist assume any mortgageLien, lienexcept for Permitted Liens, security interest, pledge, charge or other encumbrance (“liens”) upon on any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness the payment of Funded Debt of the Partnership Company or any other Person Subsidiary if, immediately after the creation, incurrence or assumption of such Lien, the aggregate outstanding principal amount of all Funded Debt of the Company and the Subsidiaries that is secured by Liens (other than the Notes)Permitted Liens) on Property would exceed ten percent (10%) of Total Consolidated Assets, without unless in any such case making the Company makes effective provisions provision whereby all of the outstanding Notes Securities (together with, if the Company shall so determine, any other Funded Debt ranking equally with the Securities, whether then existing or thereafter created) are secured equally and ratably with, with (or prior to, ) such Indebtedness Funded Debt (but only for so long as such Indebtedness Funded Debt is so secured). Notwithstanding (For the foregoingpurpose of providing such equal and ratable security the principal amount of the Securities means that principal amount or portion thereof that could be declared to be due and payable pursuant to Section 6.02 on the date of the creation, incurrence or assumption of the Partnership may, Lien and may permit the extent of such equal and ratable security will be adjusted as and when said principal amount or portion thereof changes over time pursuant to Section 6.02 and any other provision of its Subsidiaries to, create, assume, incur, this Indenture or suffer to exist without securing the Notes (asuch Securities.) any Permitted Lien, (b) any lien upon any Principal Property The provisions of Section 4.04(a) shall not apply to the creation, incurrence or capital stock of a Restricted Subsidiary to secure Indebtedness assumption of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause following Liens (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses "Permitted Liens"): (1) through Any Lien which arises out of a judgment or award against the Company or any Subsidiary with respect to which the Company or such Subsidiary at the time shall be prosecuting an appeal or proceeding for review (or with respect to which the period within which such appeal or proceeding for review may be initiated shall not have expired) and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review or with respect to which the Company or such Subsidiary shall have posted a bond and established adequate reserves (in accordance with generally accepted accounting principles) for the payment of such judgment or award; (2) Liens on assets or property of a person existing at the time such person is merged into or consolidated with the Company or any Subsidiary or becomes a Subsidiary; provided, that such Liens were in existence prior to the contemplation of such merger, consolidation or acquisition and do not secure any Property of the Company or any Subsidiary other than the property and assets subject to the Liens prior to such merger, consolidation or acquisition; (3) with respect to Securities of any series, Liens existing on the date of original issuance of such Securities; (4)) Liens securing Funded Debt (including in the form of Capitalized Lease Obligations and purchase money indebtedness) incurred for the purpose of financing the cost (including without limitation the cost of design, inclusivedevelopment, site acquisition, construction, integration, manufacture or acquisition) of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets real or personal Property (ctangible or intangible) any lien upon which is incurred contemporaneously therewith or within 60 days thereafter; provided (i) any Principal such Liens secure Funded Debt in an amount not in excess of the cost of such Property that was not owned by (plus an amount equal to the Partnership or any reasonable fees and expenses incurred in connection with the incurrence of its Subsidiaries on the date hereof or such Funded Debt) and (ii) the capital stock of such Liens do not extend to any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership Company or any Subsidiary of the Partnership other than the Property for which such Excluded Subsidiary Funded Debt was incurred; (5) Liens to secure the performance of statutory obligations, surety or any appeal bonds, performance bonds or other Excluded Subsidiary.obligations of a like nature incurred in the ordinary course of business; 33

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries Restricted Subsidiary to, create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Lien upon any Principal Property of its property or upon any capital stock assets (including assets acquired after the Initial Issuance Date and Capital Stock of any Restricted SubsidiarySubsidiary of the Company), whether owned on the date hereof or thereafter acquired, to secure any except for (i) Liens securing Indebtedness of the Partnership or any other Person (other than Company that ranks pari passu in right of payment to the Notes), without in any such case making effective provisions whereby all of if the outstanding Notes are secured equally and ratably withwith such Indebtedness; (ii) scheduled Liens outstanding on the Initial Issuance Date; (iii) Liens for taxes not yet delinquent 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 Restricted Subsidiaries, as the case may be, in conformity with IAS; (iv) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen or other like Liens arising in the ordinary course of business and not discharged for a period of not more than 90 days after notice thereof or which are being contested in good faith by appropriate proceedings; (v) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; (vi) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Restricted Subsidiary; (vii) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or prior toshall not have been discharged within 60 days after the expiration of any such stay; (viii) Liens securing Acquired Indebtedness, provided that such Indebtedness so long as such Indebtedness is so secured. Notwithstanding Liens attach solely to the foregoing, assets of the Partnership may, acquired entity and may permit do not extend to or cover any other assets of the Company or any of its Subsidiaries to, create, assume, incurRestricted Subsidiaries; (ix) Liens to secure all or any part of the purchase price of property acquired or constructed (including construction of improvements or additions to improvements on existing property), or suffer to exist without securing secure debt incurred solely to finance the Notes acquisition or construction (aincluding construction of improvements or additions to improvements on existing property) of such property ("PURCHASE MONEY LIENS"), by the Company or any of its Restricted Subsidiaries, provided that such Purchase Money Liens (A) attach solely to the property which is the subject of the transaction giving rise to such obligation and does not extend to or cover any other property and (B) attach within 180 days of the date of the acquisition or completion of construction of such property; (x) pledges by the Company of receivables relating to property which is the subject of a permitted Purchase Money Lien, in an aggregate amount not to exceed $50 million at any one time outstanding; (xi) any Permitted Lien, (b) any lien upon any Principal Property interest or capital stock title of a lessor pursuant to a lease constituting a 49 Capitalized Lease Obligation; (xii) Liens on any assets acquired by the Company or any of its Restricted Subsidiary Subsidiaries after the Initial Issuance Date, which Liens were in existence on or prior to secure the acquisition of such assets (to the extent that such Liens were not created in contemplation of such acquisition), provided that such Liens are limited to the asset so acquired and the proceeds thereof; (xiii) Liens securing Indebtedness owed to the Company by any of its Restricted Subsidiaries; (xiv) additional Liens ("ADDITIONAL LIENS") securing Indebtedness outstanding from time to time not greater than the difference between the amount of outstanding Indebtedness on the Initial Issuance Date secured by Liens under clause (ii) above ("EXISTING LIENS") and the amount of outstanding Indebtedness secured by Existing Liens at the time of the Partnership creation, incurrence or any other Personassumption of the Additional Lien, provided that the aggregate principal amount Additional Lien shall not extend to assets other than those covered by Existing Liens, except as otherwise permitted hereunder; (xv) restrictions on the disposition of all Indebtedness then outstanding secured securities imposed by such lien applicable law or by contract with respect to securities received in connection with any Qualifying Disposition or interests arising in connection with any joint venture agreement; and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions xvi) any renewal of or substitution for any Lien permitted by clauses (1) through (4)any of the preceding clauses, inclusive, of provided that the Indebtedness secured is not increased nor the Lien extended to any additional assets. This Section 5.2 hereof), 5.17 does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by authorize the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock incurrence of any Restricted Subsidiary that owns no Principal Property that was owned Indebtedness not otherwise permitted by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiarySection 5.14.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, create, assumeincur, incur assume or suffer to exist any mortgageLien on any of its assets or properties of any character, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property shares of Capital Stock or upon any capital stock Indebtedness of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby provision for all of the outstanding Notes are and all other amounts due under this Indenture to be secured equally and ratably withwith (or, if the obligation or liability to be secured by such Lien is subordinated in right of payment to the Notes or any Note Guaranty, prior to, ) the obligation or liability secured by such Indebtedness Lien for so long as such Indebtedness is obligations are so secured. Notwithstanding The foregoing limitation does not apply to (i) Liens existing on the foregoingEffective Date, including Liens securing obligations under the Partnership may, and may permit Credit Facility; (ii) Liens granted after the Effective Date on any assets or Capital Stock of the Company or its Restricted Subsidiaries to, create, assume, incur, or suffer created in favor of the Holders; (iii) Liens with respect to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock assets of a Restricted Subsidiary granted by such Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary to secure Indebtedness owing to the Company or such other Restricted Subsidiary; (iv) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is permitted to be Incurred under the second paragraph of Section 4.03; provided that such Liens do not extend to or cover any property or assets of the Partnership Company or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by other than the Partnership property or any of its Subsidiaries on assets securing the date hereof, in each case owned by a Subsidiary of the Partnership Indebtedness being refinanced; (an “Excluded Subsidiary”v) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens Liens on any property or assets of its property a Restricted Subsidiary securing Indebtedness with recourse to the Partnership of such Restricted Subsidiary permitted under Section 4.03; or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary(vi) Permitted Liens.

Limitation on Liens. (a) The Partnership Parent Borrower shall not, nor and shall it not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its Subsidiaries to, create, assume, incur property or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance assets (“liens”) upon any Principal Property or upon any capital stock including Capital Stock of any Restricted Subsidiaryother Person), whether owned on the date hereof Closing Date or thereafter acquired, to secure securing any Indebtedness (the “Initial Lien”) unless, in the case of the Partnership Initial Liens on any asset or any other Person (property other than Collateral, the Notes), without in any such case making effective provisions whereby all of the outstanding Notes Term Loan Facility Obligations are secured equally and ratably with, secured with (or prior on a senior basis to, in the case such Indebtedness Initial Lien secures any Junior Debt) the obligations secured by such Initial Lien for so long as such Indebtedness is obligations are so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness Any such Lien created in favor of the Partnership Term Loan Facility Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or any other Personsenior, provided that as applicable) Lien for the aggregate principal amount benefit of all Indebtedness then outstanding secured by such lien the Term Loan Facility Obligations will be automatically and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien unconditionally released and discharged upon (i) any Principal Property that was not owned by the Partnership or any release and discharge of its Subsidiaries on the date hereof or Initial Lien to which it relates, (ii) in the capital stock case of any such Lien in favor of any Subsidiary Guaranty, upon the termination and discharge of such Subsidiary Guaranty in accordance with the terms thereof, hereof and of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Parent Borrower that is governed by the provisions of Subsection 8.7) to any Person not an Affiliate of the Parent Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Parent Borrower or any Restricted Subsidiary that owns no Principal Property that was owned by in, or all or substantially all the Partnership or assets of, any of its Subsidiaries on the date hereof, in each case owned by a Restricted Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than creating such Excluded Subsidiary or any other Excluded SubsidiaryInitial Lien.

Limitation on Liens. The Partnership shall not, nor shall it Company will not and will not permit any of its Restricted Subsidiaries to, create, assumeincur, incur assume or suffer otherwise cause to exist or become effective any mortgage, lien, security interest, pledge, charge or other encumbrance Lien (an “liensInitial Lien”) of any kind (other than Permitted Liens) securing Indebtedness upon any Principal Property of their property or upon assets, now owned or hereafter acquired, unless the Notes or any capital stock Note Guarantee of any such Restricted Subsidiary, whether owned on the date hereof or thereafter acquiredas applicable, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally on an equal and ratably with, or prior to, such ratable basis with the Indebtedness so long secured until such time as such Indebtedness is so securedno longer secured by a Lien. Notwithstanding Any Lien created for the foregoing, benefit of the Partnership may, and may permit any Holders of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. For purposes of determining compliance with this covenant, (a) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens described in the definition of “Permitted Liens” but may be permitted in part under any Permitted Lien, combination thereof and (b) in the event that a Lien securing an item of Indebtedness (or any lien upon any Principal Property portion thereof) meets the criteria of one or capital stock of a Restricted Subsidiary to secure Indebtedness more of the Partnership categories of permitted Liens described in the definition of “Permitted Liens,” the Company shall, in its sole discretion, divide, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any other Person, provided portion thereof) in any manner that complies with this covenant and will only be required to include the aggregate principal amount and type of all such Lien or such item of Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, Lien in each case owned by a Subsidiary one of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary clauses of the Partnership other than definition of “Permitted Liens” and such Excluded Subsidiary Lien securing such item of Indebtedness will be treated as being incurred or any other Excluded Subsidiaryexisting pursuant to only one of such clauses.

Limitation on Liens. The Partnership Company shall not, nor shall it permit any of its Subsidiaries to, not create, assume, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of Lien on any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, Property to secure any Indebtedness Debt of the Partnership Company, any Subsidiary or any other Person (other than the Notes)person, or permit any Subsidiary so to do, without in any securing the Securities having the benefit of this covenant by such case making effective provisions whereby all of the outstanding Notes are secured Lien equally and ratably with, with (or prior to, ) such Indebtedness Debt for so long as such Indebtedness is Debt shall be so secured. Notwithstanding , subject to the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes following exceptions: (a) with respect to any Permitted Lienseries of Securities, Liens existing on the date of issuance of such series; (b) Liens on Restricted Property of corporations at the time they become Subsidiaries; (c) Liens existing on Restricted Property when acquired by the Company or any lien upon Subsidiary (including through merger or consolidation); (d) Liens to secure Debt incurred to finance the purchase price, construction, alteration, repair or improvement of Restricted Property; (e) Liens securing Debt of a Subsidiary owing to the Company or another Subsidiary; (f) Liens securing industrial development, pollution control, or similar revenue bonds or in favor of governmental bodies to secure progress, advance or other payments pursuant to any Principal contract or provision of law; (g) Liens (i) to secure the payment of all or any part of the purchase price of any Restricted Property or capital stock the cost of a Restricted Subsidiary construction, installation, renovation, improvement or development thereon or thereof or (ii) to secure Indebtedness any Debt incurred prior to, at the time of, or within 360 days after the later of the Partnership acquisition, the completion of such construction, installation, renovation, improvement or development or the commencement of full operation of such property for the purpose of financing all or any other Personpart of the purchase price or cost thereof; (h) Liens otherwise prohibited by this Section 4.7, provided that securing Debt which, together with the aggregate outstanding principal amount of all Indebtedness then outstanding other Debt of the Company and its Subsidiaries owning Restricted Property which is secured by such lien Liens that would otherwise be prohibited by this Section 4.7 and all similar liens under the Value of Sale and Leaseback Transactions effected in accordance with this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereofh), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon Assets; and (i) any Principal Property that was not owned by the Partnership extension, renewal or any of its Subsidiaries on the date hereof or (ii) the capital stock refunding of any Restricted Subsidiary Liens referred to in the foregoing clauses; PROVIDED, HOWEVER, that owns no Principal Property that was owned by in the Partnership case of this clause (i), the principal amount of debt secured thereby 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 its Subsidiaries on the date hereofsuch extension, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is notrenewal, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership replacement or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryrefunding.

Limitation on Liens. The Partnership Borrower shall not, nor and shall it not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its Subsidiaries to, create, assume, incur property or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance assets (“liens”) upon any Principal Property or upon any capital stock including Capital Stock of any Restricted Subsidiaryother Person), whether owned on the date hereof Closing Date or thereafter acquired, to secure securing any Indebtedness (the “Initial Lien”) unless, in the case of the Partnership Initial Liens on any asset or any other Person (property other than Collateral, the Notes), without in any such case making effective provisions whereby all of the outstanding Notes Term Loan Facility Obligations are secured equally and ratably with, secured with (or prior on a senior basis to, in the case such Indebtedness Initial Lien secures any Junior Debt) the obligations secured by such Initial Lien for so long as such Indebtedness is obligations are so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness Any such Lien created in favor of the Partnership Term Loan Facility Obligations pursuant to the preceding sentence requiring an equal and ratable (or any other Personsenior, provided that as applicable) Lien for the aggregate principal amount benefit of all Indebtedness then outstanding secured by such lien the Term Loan Facility Obligations will be automatically and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien unconditionally released and discharged upon (i) any Principal Property that was not owned by the Partnership or any release and discharge of its Subsidiaries on the date hereof or Initial Lien to which it relates, (ii) in the capital stock case of any such Lien in favor of any Subsidiary Guaranty, the termination and discharge of such Subsidiary Guaranty in accordance with the terms thereof, hereof and of the ABL/Term Loan Intercreditor Agreement, aany Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Borrower that is governed by the provisions of Subsection 8.7) to any Person not an Affiliate of the Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Borrower or any Restricted Subsidiary that owns no Principal Property that was owned by in, or all or substantially all the Partnership or assets of, any of its Subsidiaries on the date hereof, in each case owned by a Restricted Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than creating such Excluded Subsidiary or any other Excluded SubsidiaryInitial Lien.

Limitation on Liens. The Partnership shall not, nor shall it permit any of its Subsidiaries to, create, assume, incur or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries to, Restricted Subsidiary to create, assumeincur, incur assume or suffer to exist any mortgageLien on any of its or any Restricted Subsidiary’s assets or properties of any character, lien, security interest, pledge, charge or other encumbrance (“liens”) upon on any Principal Property shares of Capital Stock or upon any capital stock Indebtedness of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby provision for all of the outstanding Notes are and all other amounts due under this Indenture to be directly secured equally and ratably withwith (or, if the obligation or liability to be secured by such Lien is subordinated in right of payment to the Notes, prior to, ) the obligation or liability secured by such Indebtedness so long as such Indebtedness is so securedLien. Notwithstanding The foregoing limitation does not apply to (i) Liens existing on the foregoing, Closing Date; (ii) Liens securing obligations under the Partnership may, and may permit Senior Secured Facilities; (iii) Liens granted after the Closing Date on any of the assets or Capital Stock of the Company or its Restricted Subsidiaries to, create, assume, incur, or suffer created in favor of the Holders; (iv) Liens with respect to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock assets of a Restricted Subsidiary granted by such Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary to secure Indebtedness owing to the Company or such other Restricted Subsidiary; (v) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is permitted to be Incurred under clause (a)(ii) of the Partnership or any other Person, second paragraph of Section 4.03; provided that such Liens do not extend to or cover any property or assets of the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership Company or any of its Subsidiaries Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced; (vi) Liens on the date hereof any property or assets of a Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary permitted under Section 4.03; (vii) Permitted Liens; or (iiviii) Liens permitted under the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryExisting Indentures.

Limitation on Liens. The Partnership shall notCreate, nor shall it incur, assume or suffer to exist, or, in the case of Exelon, permit any of its Material Subsidiaries to, to create, assumeincur, incur assume or suffer to exist exist, any mortgageLien on its respective property, lienrevenues or assets, security interestwhether now owned or hereafter acquired except (i) Liens imposed by law, pledgesuch as carriers’, charge or warehousemen’s and mechanics’ Liens and other encumbrance similar Liens arising in the ordinary course of business; (“liens”ii) upon any Principal Property or upon any Liens on the capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without equity interest in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to(excluding, createin the case of Exelon, assumethe stock of PECO, incurGenco and, on and after the PSEG Merger Date, PSE&G, and any holding company for any of the foregoing) or any such Subsidiary’s assets to secure Nonrecourse Indebtedness; (iii) Liens upon or in any property acquired in the ordinary course of business to secure the purchase price of such property or to secure any obligation incurred solely for the purpose of financing the acquisition of such property; (iv) Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition unless permitted by the preceding clause (iii)); (v) Liens on the property, revenues and/or assets of any Person that exist at the time such Person becomes a Subsidiary and the continuation of such Liens in connection with any refinancing or restructuring of the obligations secured by such Liens; (vi) Liens granted in connection with any financing arrangement for the purchase of nuclear fuel or the financing of pollution control facilities, limited to the fuel or facilities so purchased or acquired; (vii) Liens arising in connection with sales or transfers of, or suffer to exist without securing the Notes financing secured by, accounts receivable or related contracts; provided that any such sale, transfer or financing shall be on arms’ length terms; (aviii) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of Liens granted by a Restricted Special Purpose Subsidiary to secure Indebtedness Transitional Funding Instruments of such Special Purpose Subsidiary; (ix) in the case of PECO, (A) Liens granted under the PECO Mortgage and “excepted encumbrances” as defined in the PECO Mortgage, and (B) Liens securing PECO’s notes collateralized solely by mortgage bonds of PECO issued under the terms of the Partnership PECO Mortgage; (x) in the case of Exelon (on and after the PSEG Merger Date), (A) Liens granted under the PSE&G Mortgage and Liens permitted under the PSE&G Mortgage, and (B) Liens securing PSE&G’s notes collateralized solely by mortgage bonds of PSE&G issued under the terms of the PSE&G Mortgage, (xi) in the case of PECO and Genco, Liens arising in connection with sale and leaseback transactions entered into by such Borrower or a Subsidiary thereof, but only to the extent (I) in the case of PECO or any Subsidiary thereof, the proceeds received from such sale shall immediately be applied to retire mortgage bonds of PECO issued under the terms of the PECO Mortgage, or (II) the aggregate purchase price of assets sold pursuant to such sale and leaseback transactions where such proceeds are not applied as provided in clause (I) shall not exceed, in the aggregate for PECO, Genco and their Subsidiaries, $1,000,000,000; (xii) in the case of Exelon (on and after the PSEG Merger Date), Liens arising in connection with sale and leaseback transactions entered into by PSE&G or a Subsidiary thereof, but only to the extent (I) the proceeds received from such sale shall immediately be applied to retire mortgage bonds of PSE&G issued under the terms of the PSE&G Mortgage, or (II) the aggregate purchase price of assets sold pursuant to such sale and leaseback transactions where such proceeds are not applied as provided in clause (I) shall not exceed, in the aggregate for PSE&G and its Subsidiaries, $50,000,000, (xiii) Liens securing Permitted Obligations; and (xiv) Liens, other Personthan those described in clauses (i) through (xiii) of this Section 5.02(a), granted by such Borrower or, in the case of Exelon, any of its Material Subsidiaries in the ordinary course of business securing Debt of such Borrower and, if applicable, such Material Subsidiaries; provided that the aggregate principal amount of all Indebtedness then outstanding Debt secured by such lien and all similar liens under this Liens permitted by clause (bxiv) of this Section 5.02(a) shall not exceed in the aggregate at any one time outstanding (I) in the case of Exelon and its Material Subsidiaries, $100,000,000, (II) in the case of Genco, $50,000,000 (prior to the Power Merger Date) and $75,000,000 (on and after the Power Merger Date), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (BIII) has not granted any liens on any in the case of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryPECO, $50,000,000.

Limitation on Liens. The Partnership shall Effective as of the Implementation Date and until all payments required of GM under this Settlement Agreement, other than the Shortfall Amount payments set forth in Sections 8.G and 10 and Exhibit D of this Settlement Agreement, have been made, GM will not, nor shall will it permit any of its Subsidiaries Manufacturing Subsidiary to, create, assume, incur issue or suffer to exist assume any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Debt secured by a Mortgage upon any Principal Domestic Manufacturing Property of GM or any Manufacturing Subsidiary or upon any capital shares of stock or indebtedness of any Restricted SubsidiaryManufacturing Subsidiary (whether such Principal Domestic Manufacturing Property, whether shares of stock or indebtedness are now owned on the date hereof or thereafter hereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), ) without in any such case making effective provisions whereby all effectively providing concurrently with the issuance or assumption of any such Debt that the outstanding Notes are payment obligations by GM under this Settlement Agreement, other than the Shortfall Amount payments set forth in Sections 8.G and 10 and Exhibit D of this Settlement Agreement, (together with, if GM shall so determine, any other indebtedness of GM or such Manufacturing Subsidiary ranking equally with the payment obligations by GM under this Settlement Agreement and then existing or thereafter created) shall be secured equally and ratably withwith such Debt, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that unless the aggregate principal amount of all Indebtedness then outstanding Debt issued or assumed and so secured by such lien and all similar liens under this clause (b)Mortgages, together with all Attributable Indebtedness from Sale-Leaseback Transactions other Debt of GM and its Manufacturing Subsidiaries which (excluding Sale-Leaseback Transactions if originally issued or assumed at such time) would otherwise be subject to the foregoing restrictions, but not including Debt permitted by to be secured under clauses (1i) through (4), inclusive, vi) of Section 5.2 hereof)the immediately following paragraph, does not at the time exceed 1020% of Consolidated Net Tangible Assets or (c) any lien upon the stockholders’ equity of GM and its consolidated subsidiaries, as determined in accordance with generally accepted accounting principles and shown on the audited consolidated balance sheet contained in the latest published annual report to the stockholders of GM. The above restrictions shall not apply to Debt secured by (i) Mortgages on property, shares of stock or indebtedness of any Principal Property that was not owned by corporation or other entity existing at the Partnership time such corporation or any of its Subsidiaries on the date hereof or other entity becomes a Manufacturing Subsidiary; (ii) Mortgages on property existing at the capital stock time of acquisition of such property by GM 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 GM 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 GM or a Manufacturing Subsidiary of improvements to such acquired property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to GM or to another Subsidiary; (iv) Mortgages on property of a corporation or other entity existing at the time such corporation or other entity is merged or consolidated with GM or a Manufacturing Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation or other entity as an entirety or substantially as an entirety to GM or a Manufacturing Subsidiary; (v) Mortgages on property of GM or a Manufacturing 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 Restricted Subsidiary that owns no Principal Property that was owned by the Partnership 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 the purpose of its Subsidiaries on the date hereof, in each case owned by a Subsidiary financing all or any part of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any purchase price or the cost of its property securing Indebtedness with recourse to the Partnership or any Subsidiary construction of the Partnership other property subject to such Mortgages; or (vi) 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 (v), inclusively; provided, however, that the principal amount of Debt secured thereby shall not exceed by more than 115% the principal amount of Debt so secured at the time of such Excluded Subsidiary extension, renewal or any other Excluded Subsidiaryreplacement and 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 on such property).

Limitation on Liens. The Partnership shall notBorrower will not incur, nor shall it create, assume or permit to exist, and will not permit any Subsidiary to incur, create, assume or permit to exist, any Lien upon any of its Subsidiaries toproperty, create, assume, incur assets or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiaryrevenues, whether now owned on the date hereof or thereafter hereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes except (a) any Permitted LienLiens in favor of Agent as agent for Lenders, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other PersonLiens described on Schedule 8.2, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) purchase money Liens and Liens related to Capitalized Lease Obligations securing Debt permitted by Section 8.1(b), which Liens cover only the assets financed or leased, as applicable, with the Debt permitted by Section 8.1(b), (d) encumbrances consisting of easements, zoning restrictions or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of Borrower or any lien upon Subsidiary to use such assets in its business, and none of which is violated in any material respect by existing or proposed structures or land use, (e) Liens for Taxes which (i) any Principal Property that was are not owned by the Partnership delinquent or any of its Subsidiaries on the date hereof are payable without penalty, or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor which are being contested in good faith by appropriate proceedings diligently conducted and (B) for which Borrower or such Subsidiary has set aside on its books adequate reserves against such Tax in accordance with GAAP, (f) Liens of mechanics, materialmen, repairmen, landlords, warehousemen, carriers or other similar statutory Liens securing obligations that are not granted any liens yet overdue by more than 30 days (or are being contested in good faith, for which adequate reserves have been established) and are incurred in the ordinary course of business, (g) Liens consisting of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations, and (h) additional Liens on any assets of its property securing Indebtedness with recourse to the Partnership Borrower or any Subsidiary that are not otherwise permitted by this Section 8.2 that secure obligations up to an aggregate amount for all such Liens which does not exceed at any time the greater of (i) $10,000,000.00 and (ii) five percent (5.0%) of EBITDA as calculated as of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryend of the most recently ended fiscal quarter of Borrower for which financial statements are available for the four (4) fiscal quarters then ended.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur or suffer to exist assume any mortgage, lien, security interest, pledge, charge or Lien (other encumbrance (“liens”than Permitted Liens) upon any Principal on Restricted Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any the payment of Indebtedness of the Partnership Company or any other Person Restricted Subsidiary if, immediately after the creation, incurrence or assumption of such Lien, the aggregate outstanding principal amount of all Indebtedness of the Company and the Restricted Subsidiaries that is secured by Liens (other than Permitted Liens) on Restricted Property would exceed the Notesgreater of (i) $30 million or (ii) 15% of the aggregate outstanding principal amount of all Indebtedness of the Company and the Restricted Subsidiaries (whether or not so secured), without in unless effective provision is made whereby the Securities (together with, if the Company shall so determine, any such case making effective provisions whereby all of other Indebtedness ranking equally with the outstanding Notes Securities, whether then existing or thereafter created) are secured equally and ratably with, with (or prior to, ) such Indebtedness (but only for so long as such Indebtedness is so secured). Notwithstanding The foregoing limitation does not apply to (i) Liens existing on the foregoing, Closing Date; (ii) Liens granted after the Partnership may, and may permit Closing Date on any assets or Capital Stock of the Company or its Restricted Subsidiaries to, create, assume, incur, or suffer created in favor of the Holders; (iii) Liens with respect to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock assets of a Restricted Subsidiary granted by such Restricted Subsidiary to the Company or another Restricted Subsidiary to secure Indebtedness owing to the Company or such other Restricted Subsidiary; (iv) Liens securing Indebtedness which is incurred to refinance secured Indebtedness which is permitted to be incurred under Section 10.6; provided that such Liens do not extend to or cover any property or assets of the Partnership Company or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by other than the Partnership property or any of its Subsidiaries on assets securing the date hereof, in each case owned by a Subsidiary of the Partnership Indebtedness being refinanced; (an “Excluded Subsidiary”v) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property Liens securing Indebtedness with recourse to the Partnership permitted under Section 10.6; or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary(vii) Permitted Liens.

Limitation on Liens. (a) The Partnership Borrower shall not, nor and shall it not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its Subsidiaries to, create, assume, incur property or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance assets (“liens”) upon any Principal Property or upon any capital stock including Capital Stock of any Restricted Subsidiaryother Person), whether owned on the date hereof Closing Date or thereafter acquired, to secure securing any Indebtedness (the “Initial Lien”) unless, in the case of the Partnership Initial Liens on any asset or any other Person (property other than Collateral, the Notes), without in any such case making effective provisions whereby all of the outstanding Notes Term Loan Facility Obligations are secured equally and ratably with, secured with (or prior on a senior basis to, in the case such Indebtedness Initial Lien secures any Junior Debt) the obligations secured by such Initial Lien for so long as such Indebtedness is obligations are so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness Any such Lien created in favor of the Partnership Term Loan Facility Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or any other Personsenior, provided that as applicable) Lien for the aggregate principal amount benefit of all Indebtedness then outstanding secured by such lien the Term Loan Facility Obligations will be automatically and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien unconditionally released and discharged upon (i) any Principal Property that was not owned by the Partnership or any release and discharge of its Subsidiaries on the date hereof or Initial Lien to which it relates, (ii) in the capital stock case of any such Lien in favor of any Subsidiary Guaranty, upon the termination and discharge of such Subsidiary Guaranty in accordance with the terms thereof, hereof and of the ABL/Term Loan Intercreditor Agreement, any Junior Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Borrower that is governed by the provisions of Subsection 8.7) to any Person not an Affiliate of the Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Borrower or any Restricted Subsidiary that owns no Principal Property that was owned by in, or all or substantially all the Partnership or assets of, any of its Subsidiaries on the date hereof, in each case owned by a Restricted Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than creating such Excluded Subsidiary or any other Excluded SubsidiaryInitial Lien.

Limitation on Liens. The Partnership Borrower shall not, nor and shall it not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its Subsidiaries to, create, assume, incur property or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance assets (“liens”) upon any Principal Property or upon any capital stock including Capital Stock of any Restricted Subsidiaryother Person), whether owned on the date hereof Closing Date or thereafter acquired, to secure securing any Indebtedness (the “Initial Lien”) unless, in the case of the Partnership Initial Liens on any asset or any other Person (property other than Collateral, the Notes), without in any such case making effective provisions whereby all of the outstanding Notes Term Loan Facility Obligations are secured equally and ratably with, secured with (or prior on a senior basis to, in the case such Indebtedness Initial Lien secures any Junior Debt) the obligations secured by such Initial Lien for so long as such Indebtedness is obligations are so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness Any such Lien created in favor of the Partnership Term Loan Facility Obligations pursuant to the preceding sentence requiring an equal and ratable (or any other Personsenior, provided that as applicable) Lien for the aggregate principal amount benefit of all Indebtedness then outstanding secured by such lien the Term Loan Facility Obligations will be automatically and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien unconditionally released and discharged upon (i) any Principal Property that was not owned by the Partnership or any release and discharge of its Subsidiaries on the date hereof or Initial Lien to which it relates, (ii) in the capital stock case of any such Lien in favor of any Subsidiary Guaranty, the termination and discharge of such Subsidiary Guaranty in accordance with the terms thereof, hereof and of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Borrower that is governed by the provisions of Subsection 8.7) to any Person not an Affiliate of the Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Borrower or any Restricted Subsidiary that owns no Principal Property that was owned by in, or all or substantially all the Partnership or assets of, any of its Subsidiaries on the date hereof, in each case owned by a Restricted Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than creating such Excluded Subsidiary or any other Excluded SubsidiaryInitial Lien.

Limitation on Liens. The Partnership shall not, Neither the Company nor shall it permit any of its Subsidiaries to, shall create, assumeincur, incur assume or suffer to exist any mortgageLien on any asset now owned or hereafter acquired by it, lien, security interest, pledge, charge other than: (i) Liens in favor of the Company or other encumbrance its Subsidiaries; (“liens”ii) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, Liens to secure any Indebtedness Taxes, assessments and other governmental charges in respect of the Partnership obligations not overdue or any other Person being contested in good faith by appropriate proceedings or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or being contested in good faith by appropriate proceedings; (other than the Notes), without iii) deposits or pledges made in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably connection with, or prior toto secure payment of, such workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards, (a) the Indebtedness with respect to which is in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Company shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such Indebtedness is so secured. Notwithstanding the foregoingappeal or review or (b) that would not give rise to a Default under Section 11.1(ix); (v) Liens of carriers, the Partnership maywarehousemen, mechanics and materialmen, and may permit other like Liens on properties in respect of obligations not overdue or being contested in good faith by appropriate proceedings; (vi) encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Company or a Subsidiary of the Company is a party, and other minor Liens or encumbrances none of which in the opinion of the Company interferes materially with the use of the property affected in the ordinary conduct of the business of the Company and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Company individually or of the Company and its Subsidiaries on a consolidated basis; (vii) presently outstanding Liens listed on Schedule 10.7 hereto; (viii) any Lien on equipment, software or real property securing Indebtedness incurred or assumed for the sole purpose of financing all or part of the cost of acquiring such equipment or real property, provided that such Lien attaches to such asset concurrently with or within 10 days after the acquisition thereof; (ix) Liens in respect of Senior Indebtedness permitted to be incurred under Section 10.6 of this Agreement; (x) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, tenders, bids, leases or other obligations of a like nature incurred in the ordinary course of business by the Company or its Subsidiaries; (xi) Liens on property of a Person existing at the time such Person becomes a Subsidiary of the Company, its assets are acquired by a Subsidiary of the Company, or such Person and the Company merge or consolidate in a transaction in compliance with Section 10.3; provided that such Liens were in existence prior to the contemplation of such merger, acquisition or consolidation and do not extend to any assets other than those of the Person merging or consolidating with the Company; (xii) Liens on property existing at the time of acquisition thereof by the Company or any of its Subsidiaries toSubsidiaries, create, assume, incur, or suffer provided that such Liens were in existence prior to exist without securing the Notes contemplation of such acquisition and do not extend to any property other than that being acquired; (axiii) any Permitted Lien, Liens on cash deposits made for the purpose of enhancing the credit of Special Purpose Subsidiaries; and (bxiv) any lien upon any Principal Property or capital stock other Liens arising in the ordinary course of a Restricted Subsidiary and incidental to secure Indebtedness the conduct of the Partnership business of the Company and its Subsidiaries, which in the aggregate do not materially impair the use of such properties for the purposes for which such properties are held by the Company or any other Personits Subsidiaries, provided that the aggregate principal amount of all Indebtedness then outstanding the obligations secured by such lien and all similar liens Liens permitted under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1xiv) through (4), inclusive, of Section 5.2 hereof), does shall not exceed 10% of Consolidated Net Tangible Assets or $100,000 at any one time outstanding (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereofcollectively, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary"Permitted Liens").

Limitation on Liens. (a) The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, createdirectly or indirectly, assumeas security for any Debt, incur mortgage, pledge or suffer create or permit to exist any lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property, whether such shares of stock, indebtedness or other obligations of a Subsidiary or Principal Property are owned at the date of the Indenture or hereafter acquired, unless the Company secures or causes to be secured any outstanding Securities equally and ratably with all Debt secured by such mortgage, pledge or lien, security interestso long as that Debt shall be secured; provided, pledgehowever, charge that the foregoing limitation shall not apply in the case of (i) the creation of any mortgage, pledge or other encumbrance lien on any shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property hereafter acquired (“liens”including acquisitions by way of merger or consolidation) by the Company or a Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property hereafter acquired existing at the time of such acquisition, or upon any capital stock the acquisition of any Restricted Subsidiaryshares of stock, whether owned indebtedness or other obligations of a Subsidiary or a Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that any mortgage, pledge or lien referred to in this clause (i) shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property so acquired and fixed improvements thereon, (ii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property existing on the date hereof that the Securities are first issued, (iii) any mortgage, pledge or thereafter acquiredother lien on any shares of stock, to secure any Indebtedness indebtedness or other obligations of a Subsidiary or a Principal Property in favor of the Partnership Company or any Subsidiary, (iv) any mortgage, pledge or other lien on a Principal Property being constructed or improved securing Debt incurred to finance the construction or improvements, (v) any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property incurred in connection with the issuance by a state or political subdivision thereof of any securities the interest on which is exempt from federal income taxes by virtue of Section 103 of the United States Internal Revenue Code of 1986, as amended, or any other Person laws and regulations in effect at the time of such issuance and (vi) any renewal of or substitution for any mortgage, pledge or other than the Notes), without in lien permitted by any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by preceding clauses (1i) through (4v), inclusiveprovided, in the case of Section 5.2 hereofa mortgage, pledge or other lien permitted under clause (i), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) or (iv), the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and Debt secured is not required increased nor the lien extended to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryadditional assets.

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any of its Restricted Subsidiaries to, create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon Liens of any Principal Property kind against or upon any capital stock of any Restricted Subsidiaryits property or assets, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person proceeds therefrom, unless (other than i) in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are 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 are equally and ratably withsecured, except for (A) Liens existing as of the Issue Date and any extensions, renewals or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding replacements thereof; (B) Liens securing obligations under the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without Bank Credit Agreement; (C) Liens securing the Notes Notes; (aD) any Permitted Lien, (b) any lien upon any Principal Property Liens of the Company or capital stock of a Wholly Owned Restricted Subsidiary to secure Indebtedness of the Partnership or Company on assets of any other Person, provided that Subsidiary of the aggregate principal amount of all Company; (E) Liens securing Indebtedness then outstanding which is incurred to refinance Indebtedness which has been secured by such lien and all similar liens a Lien permitted under this clause Indenture and which has been incurred in accordance with the provisions of this Indenture; provided, however, that such -------- ------- Liens (b), together x) are no less favorable to the Holders and are not more favorable to the lienholders with all Attributable respect to such Liens than the Liens in respect of the Indebtedness from Sale-Leaseback Transactions being refinanced and (excluding Sale-Leaseback Transactions permitted by clauses (1y) through (4), inclusive, do not extend to or cover any property or assets of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership Company or any of its Restricted Subsidiaries on not securing the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is notIndebtedness so refinanced, and is not required to be, a Subsidiary Guarantor and (BF) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryPermitted Liens.

Limitation on Liens. The Partnership shall notExcept as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01, nor shall it permit any of its Subsidiaries to, create, assume, incur or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness for so long as such Indebtedness is so secured. Notwithstanding the foregoingany Securities shall remain Outstanding, the Partnership mayCompany will not, and may will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, assume, incur, or suffer to exist without securing the Notes guarantee any indebtedness for money borrowed (a"Indebtedness") which is secured by a pledge of, lien on or security interest in (such pledges, liens and security interests being hereinafter called a "Lien") any Permitted Capital Stock, whether such Capital Stock is now owned or shall hereafter be acquired, of any (i) Designated Subsidiary or (ii) Subsidiary of the Company that owns, directly or indirectly, all or substantially all of the Capital Stock of any Designated Subsidiary, without effectively providing that the Securities then Outstanding and, at the option of the Company, any other Indebtedness of the Company or any Subsidiary ranking equally and ratably with such Securities and then existing or thereafter created, shall be secured equally and ratably with (or prior to) such other Indebtedness secured by such Lien; provided, however, that this limitation shall not apply to Indebtedness secured by a Lien on any Capital Stock of any Subsidiary at the time it becomes a Designated Subsidiary, including any renewals, extensions or replacements of such secured Indebtedness; provided further, however, that these restrictions shall not apply to Indebtedness secured by: (i) Liens on any shares of Capital Stock acquired from a person which is merged with or into, or which sells all or substantially all of its assets to, the Company or a Designated Subsidiary, (bii) any lien upon any Principal Property or capital stock of a Restricted Subsidiary Liens to secure Indebtedness of a Designated Subsidiary to the Partnership Company or another Designated Subsidiary but only as long as such Indebtedness is owned or held by the Company or a Designated Subsidiary and (iii) any other Personextension, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause renewal or replacement (bor successive extensions, renewals or replacements), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusivein whole or in part, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon Lien referred to in the foregoing clauses (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or and (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.). "

Limitation on Liens. (a) The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, createdirectly or indirectly, assumeas security for any Debt, incur mortgage, pledge or suffer create or permit to exist any lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property, whether such shares of stock, indebtedness or other obligations of a Subsidiary or Principal Property are owned at the date of the Indenture or hereafter acquired, unless the Company secures or causes to be secured any outstanding Securities equally and ratably with all Debt secured by such mortgage, pledge or lien, security interestso long as that Debt shall be secured; provided, pledgehowever, charge that the foregoing limitation shall not apply in the case of (i) the creation of any mortgage, pledge or other encumbrance lien on any shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property hereafter acquired (“liens”including acquisitions by way of merger or consolidation) by the Company or a Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property hereafter acquired existing at the time of such acquisition, or upon any capital stock the acquisition of any Restricted Subsidiaryshares of stock, whether owned indebtedness or other obligations of a Subsidiary or a Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that any mortgage, pledge or lien referred to in this clause (i) shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property so acquired and fixed improvements thereon, (ii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property existing on the date hereof that the Securities are first issued, (iii) any mortgage, pledge or thereafter acquiredother lien on any shares of stock, to secure any Indebtedness indebtedness or other obligations of a Subsidiary or a Principal Property in favor of the Partnership Company or any Subsidiary, (iv) any mortgage, pledge or other lien on a Principal Property being constructed or improved securing Debt incurred to finance the construction or improvements, (v) any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a Subsidiary or a Principal Property incurred in connection with the issuance by a state or political subdivision thereof of any securities the interest on which is exempt from Federal income taxes by virtue of Section 103 of the United States Internal Revenue Code of 1986, as amended, or any other Person laws and regulations in effect at the time of such issuance and (vi) any renewal of or substitution for any mortgage, pledge or other than the Notes), without in lien permitted by any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by preceding clauses (1i) through (4v); provided, in the case of a mortgage, pledge or other lien permitted under clause (i), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) or (iv), the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and Debt secured is not required increased nor the lien extended to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryadditional assets.

Limitation on Liens. The Partnership Borrower shall not, nor and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of its Property (including Capital Stock of a Restricted Subsidiary), whether owned on the Closing Date or thereafter acquired, or any interest therein or any income or profits therefrom. If the Borrower or any Subsidiary Guarantor creates any additional Lien upon any Property to secure any Secured Obligations, it must concurrently grant a second priority Lien (subject to Permitted Liens) upon such Property as security for the Loans or Subsidiary Guarantees of the Second Priority Loan Obligations such that the Property subject to such Lien becomes Second Priority Collateral subject to the Second Priority Liens, except to the extent such Property constitutes cash or cash equivalents required to secure only letter of credit obligations under Credit Facilities following a default under such Credit Facilities. Notwithstanding anything in the preceding paragraph, (1) the aggregate principal amount of Senior Obligations constituting Debt and any other Debt secured by a Lien on the Collateral that shares in the distribution of proceeds of Collateral prior to the Second Priority Loan Obligations, at any one time outstanding shall not exceed the sum of the aggregate amount of Debt that at such time may be outstanding at any one time under clause (b) of the second paragraph of Section 6.01 and $200 million; and (2) the Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur create or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Lien upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership Collateral (including Collateral consisting of Capital Stock or any other Person (other than the Notes), without in any such case making effective provisions whereby all Debt of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than Borrower) now owned or hereafter acquired by it securing any Public Debt unless the holders of such Excluded Subsidiary Public Debt share in the distribution of proceeds from the foreclosure on Collateral either (A) on an equal and ratable basis with the holders of the Senior Obligations or (B) on an equal and ratable basis with the Second Priority Loan Secured Parties (and any other Excluded Subsidiaryobligations that share on an equal and ratable basis with the Second Priority Loan Secured Parties).

Limitation on Liens. The Partnership shall not, Neither the Borrower nor shall it permit any of its the Restricted Subsidiaries to, shall create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock Lien of any Restricted Subsidiarykind on any of their respective properties or assets, whether now owned on the date hereof or thereafter hereafter acquired, except for Permitted Liens. For purposes of determining compliance with this Section 9.3, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category), (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Borrower shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with the definition of “Permitted Liens”, and (z) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (ee) of the definition of “Permitted Liens” (giving effect to the incurrence of such portion of such Indebtedness), the Borrower, in its sole discretion, may classify such portion of such Indebtedness (and any obligations in respect thereof) as having been secured pursuant to clause (ee) and thereafter the remainder of such Indebtedness as having been secured pursuant to one or more of the other clauses of this definition; provided, however, that the amount of Indebtedness incurred pursuant to a Credit Facility that is permitted to be secured by a Lien pursuant to clause (c) of the definition of “Permitted Liens” shall be reduced (not below zero) by the amount of any Indebtedness incurred pursuant to a Credit Facility secured by a Lien that the Borrower classifies as having been incurred pursuant to clause (ee) of the definition of “Permitted Liens”. In addition, with respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Indebtedness Increased Amount of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryIndebtedness.

Limitation on Liens. The Partnership shall notCompany will not issue, nor shall it permit any of its Subsidiaries toincur, create, assumeassume or guarantee, incur and will not permit any Restricted Subsidiary to issue, incur, create, assume or suffer to exist guarantee, any debt for borrowed money secured by a mortgage, lien, security interest, pledge, lien, charge or other encumbrance (“liens”"mortgages") upon any Principal Property of the Company or any Restricted Subsidiary or upon any capital shares of stock or indebtedness of any Restricted SubsidiarySubsidiary (whether such Principal Property, whether shares or indebtedness are now existing or owned on the date hereof or thereafter hereafter created or acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), ) without in any such case making effective provisions whereby all effectively providing concurrently with the issuance, incurrence, creation, assumption or guarantee of any such secured debt, or the outstanding Notes are grant of a mortgage with respect to any such indebtedness, that the Securities (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company or such Restricted Subsidiary ranking equally with the Securities) shall be secured equally and ratably with, with (or prior to) such secured debt. The foregoing restriction, however, will not apply to: (1) mortgages on property existing at the time of acquisition thereof by the Company or any Subsidiary; (2) mortgages on property, shares of stock or indebtedness or other assets of any corporation existing at the time such Indebtedness so long as such Indebtedness is so secured. Notwithstanding corporation becomes a Restricted Subsidiary; (3) mortgages on property, shares of stock or indebtedness existing at the foregoing, time of acquisition thereof by the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, Company or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary or mortgages thereon to secure Indebtedness the payment of all or any part of the Partnership 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 270 days 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 other Personpart of the purchase price thereof, provided that such construction, or the aggregate principal amount making of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through improvements; (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets ) mortgages to secure indebtedness owing to the Company or to a Restricted Subsidiary; (c5) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on mortgages existing at the date hereof of this Indenture; (6) mortgages on property of a corporation existing at the time such corporation is merged into or (ii) consolidated with the capital stock of any Company or a Restricted Subsidiary that owns no Principal Property that was owned by or at the Partnership time of a sale, lease or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.40

Limitation on Liens. The Partnership Guarantor shall not, nor and shall it not permit any of its Subsidiaries Principal Domestic Subsidiary to, createissue, assume, incur assume or suffer to exist guarantee any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Debt for borrowed money secured by any Lien upon any Principal Property or upon any capital shares of stock or Debt of any Restricted SubsidiaryPrincipal Domestic Subsidiary (whether such Principal Property, whether shares of stock or Debt is now owned on or hereafter acquired) without making effective provision whereby the date hereof Securities (together with, if the Guarantor shall so determine, any other Debt or thereafter acquired, to secure any Indebtedness other obligation of the Partnership Guarantor or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are Subsidiary) shall be secured equally and ratably withwith (or, or at the option of the Guarantor, prior to, such Indebtedness ) the Debt so secured for so long as such Indebtedness Debt is so secured. Notwithstanding the foregoingThe foregoing restrictions will not, however, apply to Debt secured by Permitted Liens. In addition, the Partnership Guarantor and its Principal Domestic Subsidiaries may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted LienSecurities, (b) any lien upon any Principal Property issue, assume or capital stock of a Restricted Subsidiary guarantee Debt that would otherwise be subject to secure Indebtedness of the Partnership or any other Person, provided that the foregoing restrictions in an aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b)that, together with all other such Debt of the Guarantor and its Principal Domestic Subsidiaries that would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under the definition of Permitted Liens) and the aggregate amount of Attributable Indebtedness from Debt deemed outstanding with respect to Sale-/Leaseback Transactions (excluding Sale-Leaseback Transactions permitted reduced by clauses (1the amount applied pursuant to Section 4.09(b)) through (4), inclusive, of Section 5.2 hereof), does not at any one time exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was Assets. The following types of transactions shall not owned be deemed to create "Debt" secured by "Liens" within the Partnership or any meaning of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, those terms as used in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.this Indenture:

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien that secures Indebtedness (other than Permitted Liens) upon any of its Subsidiaries to, create, assume, incur property or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance assets (“liens”) upon any Principal Property or upon any capital stock including Capital Stock of any a Restricted SubsidiarySubsidiary of the Company), whether owned on the Issue Date or acquired after that date hereof or thereafter acquired(such Lien, to secure any Indebtedness of the Partnership or any other Person (other than the Notes“Initial Lien”), without in any such case making effective provisions whereby all of effectively providing that the outstanding Notes are shall be secured equally and ratably with, with (or prior to, such Indebtedness ) the obligations so secured for so long as such Indebtedness is obligations are so secured. Notwithstanding Any Lien created for the foregoingbenefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. For purposes of determining compliance with this Section 3.6, in the event that all or a portion of any Lien meets the criteria of more than one of the categories of Permitted Liens, the Partnership mayCompany, in its sole discretion, will be entitled to classify, and may permit from time to time reclassify, such Lien (or any portion thereof) in any manner that complies with this covenant and at the time of Incurrence, classification or reclassification will be entitled to only include the amount and type of such Lien (or any portion thereof) in one of the categories of Permitted Liens (or any portion thereof). In the event any Lien (or any portion thereof) is Incurred, classified or reclassified pursuant to any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, 32) of Section 5.2 hereof), does not exceed 10% the definition of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries “Permitted Liens” on the same date hereof that a Lien is Incurred, classified or reclassified pursuant to clause (ii33) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership definition of “Permitted Liens,” then the Consolidated Total Secured Leverage Ratio will be calculated with respect to such Incurrence, classification or reclassification under clause (an “Excluded Subsidiary”33) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than definition of “Permitted Liens” without regard to any such Excluded Subsidiary Lien Incurred, classified or any other Excluded Subsidiaryreclassified under clauses (1) through (32) of the definition of “Permitted Liens.”

Limitation on Liens. The Partnership shall Corporation will not, nor shall it and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, suffer to exist or affirm any Lien of any kind securing any (a) Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) upon any of its Subsidiaries to, create, assume, incur property or suffer to exist assets (including any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiaryintercompany notes), whether owned on the date hereof Issue Date or thereafter acquiredacquired after the Issue Date, to secure any Indebtedness of the Partnership or any other Person (other than proceeds, income or profits therefrom, or assign or convey any right to receive proceeds, income or profits therefrom, unless the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are directly secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Notes shall have with respect to such Subordinated Indebtedness) the obligation or liability secured by such Lien, except for Liens (A) securing any Indebtedness which became Indebtedness pursuant to a transaction permitted under Section 2.12 of this First Supplemental Indenture or securing Acquired Indebtedness which, in each case, were created prior to (and not created in connection with, or prior toin contemplation of) the incurrence of such Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) and which Indebtedness is permitted under the provisions of Section 2.02 of this First Supplemental Indenture or (B) securing any Indebtedness incurred in connection with any refinancing, renewal, substitution or replacement of any such Indebtedness incurred in connection with any Indebtedness described in clause (A) so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured represented thereby is not increased by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted refinancing by clauses (1) through (4), inclusive, an amount greater than the lesser of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) the stated amount of any Principal Property that was not owned by premium or other payment required to be paid in connection with such a refinancing pursuant to the Partnership or any terms of its Subsidiaries on the date hereof Indebtedness being refinanced or (ii) the capital stock amount of any Restricted Subsidiary that owns no Principal Property that was owned by premium or other payment actually paid at such time to refinance the Partnership or any of its Subsidiaries on the date hereofIndebtedness, plus, in each case owned by a Subsidiary either case, the amount of expenses of the Partnership (an “Excluded Subsidiary”) Corporation incurred in connection with such refinancing; provided, however, that in the case of clauses (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse such Lien only extends (x) to the Partnership assets that were subject to such Lien securing such Indebtedness prior to the related acquisition by the Corporation or any the Restricted Subsidiary or (y) in the case of assets constituting receivables, extend to additional receivables of a similar nature and not materially greater in value that the receivables securing such Indebtedness prior to the related acquisition by the Corporation or the Restricted Subsidiary, or (b) Senior Indebtedness which is incurred in violation of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryterms of the Indenture.

Limitation on Liens. The Partnership Company shall not, nor shall it permit any of its Principal Subsidiaries to, create, assume, or incur or suffer to exist any mortgage, lien, security interest, pledge, charge charge, or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Principal Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness Debt of the Partnership Company or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness Debt so long as such Indebtedness Debt is so secured. Notwithstanding the foregoing, the Partnership Company may, and may permit any of its Principal Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Principal Subsidiary to secure Indebtedness Debt of the Partnership Company or any other Person, provided that the aggregate principal amount of all Indebtedness Debt then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness Debt from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 4.10 hereof), does not exceed 1015% of Consolidated Net Tangible Assets Assets, or (c) any lien upon (i) any Principal Property that was not owned by the Partnership Company or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Principal Subsidiary that owns no Principal Property that was owned by the Partnership Company or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership Company (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness Debt with recourse to the Partnership Company or any Subsidiary of the Partnership Company other than such Excluded Subsidiary or any other Excluded Subsidiary.

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries Subsidiary to, create, assume, incur or suffer to exist any mortgageLien, lienother than a Purchase Money Lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof of the Indenture or thereafter acquired, to secure any Indebtedness (other than the Senior Debentures) of the Partnership Company, any Subsidiary or any other Person (other than the Notes), without in any such case making effective provisions provision whereby all of the outstanding Notes are Senior Debentures shall be directly secured equally and ratably with, or prior to, with such Indebtedness so long as or, if such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien a Lien and all similar liens under is expressly subordinated or junior in right of payment to the Senior Debentures, secured by such a Lien that is senior in priority to the Lien securing such Indebtedness; provided, however, that this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does restriction will not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon apply to (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries Liens on the date hereof or (ii) the capital stock of any Restricted Subsidiary securing Indebtedness outstanding from time to time, provided that owns no Principal Property that was the principal amount of all such Indebtedness secured by Liens on the capital stock of any Restricted Subsidiary, at the time of each incurrence of any portion of any such Indebtedness, does not exceed 20% of Total Capitalization and (ii) Liens securing Indebtedness from the Company to any wholly-owned Restricted Subsidiary or from any wholly-owned Restricted Subsidiary to the Company or its subsidiaries. Nothing in this Section 10.7 or elsewhere in this Indenture contained shall prevent or be deemed to restrict any other property of the Company or its Subsidiaries or to prohibit the creation, assumption, or guaranty by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership Company or any Subsidiary of any debentures, notes, or other evidences of unsecured indebtedness, whether in the Partnership other than such Excluded Subsidiary ordinary course of business or any other Excluded Subsidiaryotherwise.

Limitation on Liens. The Partnership shall Guarantor will not, nor shall it and will not permit any of its Restricted Subsidiaries (including, without limitation, LGII) to, create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon Liens of any Principal Property kind against or upon any capital stock of any Restricted Subsidiaryits property or assets, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than proceeds therefrom where the Notes), without in aggregate amount of Indebtedness secured by any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b)Liens, together with all Attributable Indebtedness from the aggregate amount of property subject to any Sale-Leaseback Transactions of the Guarantor and its Restricted Subsidiaries (excluding other than Permitted Sale-Leaseback Transactions permitted by clauses (1) through (4Transactions), inclusive, of Section 5.2 hereof), does not exceed exceeds 10% of the Guarantor's Consolidated Net Tangible Assets Worth, unless (x) in the case of Liens securing Indebtedness that is subordinate or junior in right of payment to the Senior Notes, the Senior Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens and (y) in all other cases, the Senior Notes are equally and ratably secured except for (a) Liens existing as at the Measurement Date; (b) Liens securing the Senior Notes or the Guarantee; (c) Liens in favor of the Guarantor, LGII or any lien upon Wholly-Owned Subsidiary; (id) Liens securing Indebtedness which is incurred to refinance Indebtedness which has been secured by a Lien permitted under the provisions of this Indenture and which has been incurred in accordance with the provisions of the Indenture; PROVIDED, HOWEVER, that such Liens do not extend to or cover any Principal Property that was not owned by property or assets of the Partnership Guarantor or any of its Restricted Subsidiaries on not securing the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor Indebtedness so refinanced; and (Be) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded SubsidiaryPermitted Liens.

Limitation on Liens. The Partnership shall notGuarantor will not itself, nor shall it and will not permit any of its Subsidiaries Domestic Subsidiary to, createincur, assumeissue, incur assume or suffer to exist guarantee any mortgagenotes, lienbonds, security interest, pledge, charge debentures or other encumbrance 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 “liensDebt”) upon ), secured by pledge of, or mortgage or other lien on, any Principal Domestic Manufacturing Property of the Guarantor or upon any capital Domestic Subsidiary, or any shares of stock of any Restricted SubsidiaryDomestic Subsidiary that owns a Principal Domestic Manufacturing Property (pledges, whether owned on the date hereof mortgages and other liens being hereinafter in this Article called “Mortgage” or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes“Mortgages”), without in effectively providing that the Securities of each series then Outstanding and/or any such Guarantee of each series of Securities then outstanding, as the case making effective provisions whereby all may be, (together with, if the Guarantor shall so determine, any other Debt of the outstanding Notes are 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, with (or prior to) such secured Debt, such Indebtedness so long as such Indebtedness is secured Debt shall be so secured. Notwithstanding the foregoing, unless, after giving effect thereto, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding such secured by such lien and all similar liens under this clause (b), together with Debt plus all Attributable Indebtedness from Sale-Leaseback Transactions Debt of the Guarantor and its Domestic Subsidiaries in respect of sale and leaseback transactions (excluding Sale-Leaseback Transactions permitted by clauses (1as defined in Section 1005) through (4), inclusive, of Section 5.2 hereof), does would not exceed 1015% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property Assets; provided, however, that was this Section shall not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is notapply to, and is not required to bethere shall be excluded from secured Debt in any computation under this Section, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary.Debt secured by:

Limitation on Liens. The Partnership Borrower shall notnot create, nor shall it permit assume or suffer to exist, any Lien of any kind, upon any of its Subsidiaries toproperties, createassets or Collateral, assumewhether now owned or hereafter acquired, incur except Permitted Liens. In the event Borrower contests the payment of a tax, assessment or suffer to exist any mortgage, lien, security interest, pledge, other governmental charge or contests a landlords', mechanics', materialmen's, warehousemen's, carriers', or other encumbrance (“liens”) upon any Principal Property or upon any capital stock like Lien, Borrower, prior to the commencement of any Restricted Subsidiary, whether owned on such contest and prior to the date hereof or thereafter acquiredsuch payment would otherwise 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 secure any Indebtedness be held in a segregated subaccount of the Partnership or any other Person (other than the Notes)Cash Collateral Account; provided, without in any however, Borrower shall not be required to make such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness a deposit so long as the aggregate of all such Indebtedness Liens that Borrower is so securedcontesting 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 amounts required to be paid by Borrower and shall remit the excess to Borrower. Notwithstanding the foregoing, Lender (or the Partnership mayServicer) may pay over to the appropriate Person any or all of the funds on deposit with Lender (or the Servicer) when, and may permit any in Lender's (or the Servicer's) reasonable judgment, the entitlement of its Subsidiaries to, create, assume, incur, such Person to such funds is firmly established or suffer if necessary to exist without securing avoid the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock foreclosure of a Restricted Subsidiary to secure Indebtedness of Lien that secures the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiarycontested payment.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, createincur, assumeissue, incur assume or suffer to exist guaranty any Indebtedness if such Indebtedness is secured by a mortgage, lienpledge of, lien on, security interest, pledge, charge interest in or other encumbrance (“liens”) upon any Principal Property or upon any capital stock shares of Voting Stock of any Restricted Subsidiary, whether such Voting Stock is now owned on or is hereafter acquired, without providing that the date hereof Senior Notes (together with, if the Company shall so determine, any other Indebtedness or obligations of the Company or any Subsidiary ranking equally with such Senior Notes and then existing or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are created) shall be secured equally and ratably withratably, or prior to, with such Indebtedness so long as such Indebtedness is so securedIndebtedness. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer The foregoing limitation shall not apply to exist without securing the Notes (a) any Permitted LienIndebtedness incurred, (b) any lien upon any Principal Property issued, assumed, guaranteed or capital stock of a Restricted Subsidiary permitted to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding exist and secured by such lien and all similar liens under this clause (b)liens, together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4)security interests, inclusive, of Section 5.2 hereof), pledges or other encumbrances which does not exceed 10% of the Company’s then Consolidated Tangible Net Tangible Assets Worth; (b) Indebtedness secured by a pledge of, lien on or security interest in any shares of Voting Stock of any corporation if such pledge, lien or security interest is made or granted prior to or at the time such corporation becomes a Restricted Subsidiary; provided that such pledge, lien or security interest was not created in anticipation of the transfer of such shares of Voting Stock to the Company or its Subsidiaries; (c) liens or security interests securing Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; or (d) the extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien upon or security interest referred to in the foregoing clauses (ib) any Principal Property that was not owned and (c) but only if the principal amount of Indebtedness secured by the Partnership liens or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and security interests immediately prior thereto is not required increased and the lien or security interest is not extended to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryproperty.

Limitation on Liens. The Partnership shall Issuer will not, nor shall it and will not permit any of its Subsidiaries to, create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Liens upon any Principal Property of their respective properties or upon any capital stock of any Restricted Subsidiary, assets whether owned on the date hereof Issue Date or thereafter acquiredacquired after the Issue Date, or on any income or profits therefrom, or assign or otherwise convey any right to secure any receive income or profits thereon, other than (a) Liens granted by the Issuer on receivables and inventory (and documents of title) securing Indebtedness under the Credit Facility; (b) Liens granted by the Issuer on property or assets of the Issuer securing Indebtedness of the Partnership or any other Person (other than Issuer incurred in accordance with the Notes), without in any such case making effective provisions whereby all of Indenture that is pari passu with the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other PersonSecurities, provided that the aggregate principal amount of all Indebtedness then outstanding Securities are secured by on an equal and ratable basis with such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or Liens; (c) any lien upon Liens granted by the Issuer on property or assets of the Issuer securing Indebtedness of the Issuer incurred in accordance with the Indenture that is subordinated to the Securities, provided that the Securities are secured by Liens ranking prior to such Liens; (id) any Principal Property Liens existing on the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date; (e) Permitted Liens; (f) Liens in respect of Acquired Indebtedness incurred in accordance with Section 3.5, provided that the Lien in respect of such Acquired Indebtedness secured such Acquired Indebtedness at the time of the incurrence of such Acquired Indebtedness by the Issuer or by one of its Subsidiaries and such Lien was not owned incurred by the Partnership Issuer or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership Person being acquired or from whom the assets were acquired in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Issuer or by one of its Subsidiaries and provided, further that such Liens in respect of such Acquired Indebtedness do not extend to or cover any property or assets of the Issuer or of any of its Subsidiaries on other than the date hereof, in each case owned by a Subsidiary property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor Issuer or of one of its Subsidiaries; and (Bg) has not granted any liens on Liens in respect of Permitted Refinancing Indebtedness incurred in accordance with the Indenture to Refinance any of its property securing the Indebtedness with recourse set forth in clauses (a), (b), (c), (d) and (f) above, provided that such Liens in respect of such Permitted Refinancing Indebtedness are no less favorable to the Partnership Issuer or any Subsidiary its Subsidiaries and the Holders than the Liens in respect of the Partnership Indebtedness being Refinanced and such Liens in respect of such Indebtedness do not extend to or cover any property or assets of the Issuer or of any of the Issuer's Subsidiaries other than such Excluded Subsidiary the property or any other Excluded Subsidiaryassets that secured the Indebtedness being Refinanced.

Limitation on Liens. (a) The Partnership Parent Borrower shall not, nor and shall it not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its Subsidiaries to, create, assume, incur property or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance assets (“liens”) upon any Principal Property or upon any capital stock including Capital Stock of any Restricted Subsidiaryother Person), whether owned on the date hereof Closing Date or thereafter acquired, to secure securing any Indebtedness (the “Initial Lien”) unless, in the case of the Partnership Initial Liens on any asset or any other Person (property other than Collateral, the Notes), without in any such case making effective provisions whereby all of the outstanding Notes Term Loan Facility Obligations are secured equally and ratably with, secured with (or prior on a senior basis to, in the case such Indebtedness Initial Lien secures any Junior Debt) the obligations secured by such Initial Lien for so long as such Indebtedness is obligations are so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness Any such Lien created in favor of the Partnership Term Loan Facility Obligations pursuant to the preceding sentence requiring an equal and ratable (or any other Personsenior, provided that as applicable) Lien for the aggregate principal amount benefit of all Indebtedness then outstanding secured by such lien the Term Loan Facility Obligations will be automatically and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien unconditionally released and discharged upon (i) any Principal Property that was not owned by the Partnership or any release and discharge of its Subsidiaries on the date hereof or Initial Lien to which it relates, (ii) in the capital stock case of any such Lien in favor of any Subsidiary Guaranty, upon the termination and discharge of such Subsidiary Guaranty in accordance with the terms thereof, hereof and of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Parent Borrower that is governed by the provisions of Subsection 8.7) to any Person not an Affiliate of the Parent Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Parent Borrower or any Restricted Subsidiary that owns no Principal Property that was owned by in, or all or substantially all the Partnership or assets of, any of its Subsidiaries on the date hereof, in each case owned by a Restricted Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than creating such Excluded Subsidiary or any other Excluded SubsidiaryInitial Lien.

Limitation on Liens. The Partnership shall notCreate, nor shall it permit any of its Subsidiaries toincur, create, assume, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Lien upon any Principal Property of the Collateral or upon any capital stock Capital Stock of any Restricted a Subsidiary, whether now owned on the date hereof or thereafter hereafter acquired, except for (i) Liens in favor of the Administrative Agent and the Lenders under the Loan Documents to secure any Indebtedness the Obligations; (ii) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves with respect thereto are maintained on its or BSPRT’s books, as the case may be, in conformity with GAAP; (iii) Liens described on Schedule 6.3 as of the Partnership Closing Date or any other Person the replacement, extension or renewal thereof; provided, that (other than x) the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding indebtedness secured by such lien Lien is not increased at the time of such replacement, extension or renewal other than by an amount equal to a reasonable premium or other reasonable amount paid, and all similar liens fees and expenses reasonably incurred, in connection with thereunder, and (y) the Collateral or Capital Stock of a Subsidiary subject to such Lien is not modified or increased in connection with such replacement, extension or renewal; (iv) judgment Liens that do not constitute an Event of Default under this clause Section 7.1(h); (b)v) Liens that are customary contractual rights of setoff (x) relating to the establishment of depository relations with banks or other deposit-taking financial institutions in the ordinary course and not given in connection with the issuance of Indebtedness, together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (cy) any lien upon (i) any Principal Property that was not owned by relating to pooled deposit or sweep accounts of the Partnership Borrower or any of its Subsidiaries on the date hereof Loan Parties to permit satisfaction of overdraft or (ii) similar obligations incurred in the capital stock ordinary course of any Restricted Subsidiary that owns no Principal Property that was owned by business of the Partnership Borrower or any of the Loan Parties; (vi) standard and customary Liens on the Capital Stock of a Borrower Subsidiary securing Non-Recourse Indebtedness of such Borrower Subsidiary in connection with a warehouse facility which is consistent with past practices of BSPRT and its Subsidiaries or Indebtedness referred to in clause (z)(i)(y) of the definition of Non-Recourse Indebtedness; or (vii) standard and customary Liens on the date hereof, in each case owned by Capital Stock of a Borrower Subsidiary securing Permitted Recourse Indebtedness of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Recourse Borrower Subsidiary.

Limitation on Liens. The Partnership shall notSo long as any Securities are Outstanding, neither the Company nor the Guarantor will, nor shall will it permit any of its respective Subsidiaries to create, assume, incur or suffer to exist (i) any Lien upon any stock or indebtedness of any Subsidiary, whether owned on the date of this Indenture or hereafter acquired, to secure any Debt of the Company, the Guarantor or any other Person (other than the Securities), and (ii) any Lien upon any other Property, whether owned or leased on the date of this Indenture, or thereafter acquired, to secure any Debt of the Company, the Guarantor or any other person (other than the Securities) without in any such case making effective provision whereby all of the Securities Outstanding shall be directly secured equally and ratably with such Debt, excluding, however, from the operation of the foregoing provisions of this Section 1006 any Lien existing on the date of this Indenture or any Lien upon stock or indebtedness or other Property of any Person existing at the time such Person becomes a Subsidiary, or existing upon stock or indebtedness of a Subsidiary or any other Property at the time of acquisition of such stock or indebtedness or other Property, and any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any such Lien; PROVIDED, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement; and PROVIDED further, that such Lien shall be limited to all or such part of the stock or indebtedness or other Property which secured the Lien so extended, renewed or replaced. Notwithstanding the foregoing, each of the Company and the Guarantor may, and may permit any Subsidiary to, create, assume, incur or suffer to exist (i) any mortgage, lien, security interest, pledge, charge or other encumbrance Permitted Liens and (“liens”ii) any Lien upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that Securities if the aggregate principal amount of all Indebtedness Debt then outstanding secured by such lien Lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), Liens does not exceed 1015% of Consolidated Net Tangible Assets or the total consolidated stockholders' equity (cincluding preferred stock) any lien upon (i) any Principal Property that was not owned by of the Partnership or any of its Subsidiaries Guarantor as shown on the date hereof or (ii) audited consolidated balance sheet contained in the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary latest annual report to stockholders of the Partnership (an “Excluded Subsidiary”) Guarantor; PROVIDED that (A) is not, and is Debt secured by Permitted Liens shall not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any be included in the amount of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiarysecured Debt.

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any of its Significant Subsidiaries to, createincur, issue, assume, incur guarantee or suffer permit to exist any Indebtedness for Borrowed Money secured by any mortgage, lien, security interest, pledge, charge lien or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiarynature (collectively, whether owned "Liens") on the date hereof any property or thereafter acquired, to secure any Indebtedness assets of the Partnership Company or any other Person (other than the Notes)of its Significant Subsidiaries, or any shares of Capital Stock of any of its Significant Subsidiaries, without in effectively providing that the Notes (together with, if the Company shall so determine, any such case making effective provisions whereby all of the outstanding Notes are other Senior Indebtedness) shall be secured equally and ratably with, or prior to, with such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoingfor Borrowed Money; provided, the Partnership mayhowever, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does foregoing restrictions shall not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon apply to (i) Liens existing on the date of this Indenture; (ii) Liens existing on property or assets of, or on any Principal Property that was not owned by shares of Capital Stock of, any Person at the Partnership time such Person becomes a Significant Subsidiary or consolidates or merges with the Company or any of its Subsidiaries on Significant Subsidiaries; (iii) Liens upon real or personal property of the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership Company or any of its Subsidiaries Significant Subsidiaries, each of which Liens either (a) existed on such property before the time of its acquisition or (b) was created solely for the purpose of securing Indebtedness for Borrowed Money representing, or incurred to finance, the cost of such property (provided that (x) no such Lien shall extend to or cover any property of the Company or any Significant Subsidiary other than the property acquired (and any fixtures or other improvements thereafter made to such property) and (y) the principal amount (or the aggregate amount which in conformity with generally accepted accounting principles is required to be reported as a liability on the date hereof, in each case owned by a Subsidiary balance sheet of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on Company or any of its property securing Significant Subsidiaries in respect of a capital lease of such property) of such Indebtedness with recourse to the Partnership or any Subsidiary for Borrowed Money secured by such Lien shall at no time exceed 80% of the Partnership other than fair market value of such Excluded Subsidiary or any other Excluded Subsidiary.property at the time it was acquired); (iv)

Limitation on Liens. The Partnership shall So long as any Securities are Outstanding, [the Company will not, ,] [neither the Company nor shall the Guarantor will,] nor will it permit any of its [respective] Subsidiaries to create, assume, incur or suffer to exist (i) any Lien upon any stock or indebtedness of any Subsidiary, whether owned on the date of this Indenture or hereafter acquired, to secure any Debt of the Company[, the Guarantor] or any other Person (other than the Securities), and (ii) any Lien upon any other Property, whether owned or leased on the date of this Indenture, or thereafter acquired, to secure any Debt of the Company[, the Guarantor] or any other person (other than the Securities) without in any such case making effective provision whereby all of the Securities Outstanding shall be directly secured equally and ratably with such Debt, excluding, however, from the operation of the foregoing provisions of this Section 1006 any Lien existing on the date of this Indenture or any Lien upon stock or indebtedness or other Property of any Person existing at the time such Person becomes a Subsidiary, or existing upon stock or indebtedness of a Subsidiary or any other Property at the time of acquisition of such stock or indebtedness or other Property, and any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any such Lien; PROVIDED, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement; and PROVIDED further, that such Lien shall be limited to all or such part of the stock or indebtedness or other Property which secured the Lien so extended, renewed or replaced. Notwithstanding the foregoing, [each of] the Company [and the Guarantor] may, and may permit any Subsidiary to, create, assume, incur or suffer to exist (i) any mortgage, lien, security interest, pledge, charge or other encumbrance Permitted Liens and (“liens”ii) any Lien upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that Securities if the aggregate principal amount of all Indebtedness Debt then outstanding secured by such lien Lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), Liens does not exceed 1015% of Consolidated Net Tangible Assets or the total consolidated stockholders' equity (cincluding preferred stock) any lien upon (i) any Principal Property that was not owned by of the Partnership or any of its Subsidiaries [Company] [Guarantor] as shown on the date hereof or (ii) audited consolidated balance sheet contained in the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary latest annual report to stockholders of the Partnership (an “Excluded Subsidiary”) [Company] [Guarantor]; PROVIDED that (A) is not, and is Debt secured by Permitted Liens shall not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any be included in the amount of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiarysecured Debt.

Limitation on Liens. The Partnership Company shall not, nor and shall it not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, assumeincur, incur assume or permit or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon Liens of any Principal Property kind against or upon any capital stock property or assets of the Company or any of its Restricted Subsidiary, Subsidiaries whether owned on the date hereof Issue Date or thereafter acquiredacquired after the Issue Date, to secure any Indebtedness of the Partnership or any other Person proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless: (other than i) in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are 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 are equally and ratably withsecured, except for (A) Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date; (B) Liens securing Senior Indebtedness; (C) Liens securing Guarantor Senior Indebtedness; (D) Liens of the Company or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Wholly Owned Restricted Subsidiary to secure Indebtedness of the Partnership or Company on assets of any other Person, provided that Restricted Subsidiary of the aggregate principal amount of all Company; (E) Liens securing Refinancing Indebtedness then outstanding which is incurred to Refinance any Indebtedness which has been secured by such lien and all similar liens a Lien permitted under this clause Indenture and which has been incurred in accordance with the provisions of this Section 4.18; provided, however, that such Liens; (b), together with all Attributable X) extend to no more assets and are no more restrictive than the Liens in respect of the Indebtedness from Sale-Leaseback Transactions being Refinanced and (excluding Sale-Leaseback Transactions permitted by clauses (1Y) through (4), inclusive, do not extend to or cover any property or assets of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership Company or any of its Subsidiaries on not securing the date hereof or Indebtedness so Refinanced; (iiF) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor Permitted Liens; and (BG) has not granted any liens Liens on any accounts and related general intangibles of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded an Accounts Receivable Subsidiary.

Limitation on Liens. The Partnership shall (a) Except as provided in this Section 3.7, so long as the Senior Notes are Outstanding, the Issuer will not, nor shall it and will not permit any Restricted Subsidiary to, issue, create, assume or incur any Lien upon any of its Subsidiaries to, create, assume, incur or suffer to exist any mortgage, lien, security interest, pledge, charge their property or other encumbrance (“liens”) upon any Principal Property assets or upon any capital stock shares of stock, indebtedness or other obligations of any Restricted SubsidiarySubsidiary which secures any indebtedness for money borrowed without in each such case effectively providing concurrently that the Senior Notes (together with, whether if the Issuer shall so determine, any other indebtedness of or guarantee by the Issuer or such Restricted Subsidiary ranking equally with the Senior Notes) shall be secured equally and ratably with or prior to such secured debt so long as such other indebtedness shall be so secured. The foregoing restriction, however, will not apply to: (a) (i) Liens on any property or other assets owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership Issuer or any of its Subsidiaries on the date hereof or Restricted Subsidiaries, (ii) Liens on the capital stock proceeds and products of any Restricted Subsidiary such property or assets, any property or assets acquired with the proceeds of or in exchange for any such property or assets or the accounts receivable generated from any such property or assets and (iii) Liens on any other assets that owns no Principal Property that was owned by the Partnership or are granted pursuant to any of its Subsidiaries agreements existing on the date hereof, in each case owned by a Subsidiary to secure Debt in an aggregate amount not exceeding the total amount committed under the FRP-FTX Credit Agreement and the IMC-Agrico Agreement as of 3:00 p.m. (New York City time) on February 14, 1996; (b) Liens on property, shares of stock or indebtedness or other assets existing at the time of acquisition thereof, including acquisition through merger, consolidation or the purchase of assets; (c) Liens on real or personal property or assets of the Partnership Issuer or a Restricted Subsidiary to secure Debt incurred for the purpose of (an “Excluded i) financing all or any part of the purchase price of such property or assets incurred prior to, at the time of, or within 180 days after, the acquisition of such property or assets or (ii) financing all or any part of the cost of construction, improvement, development or expansion of any such property or assets; (d) Liens to secure Debt of a Restricted Subsidiary owing to the Issuer and/or another Restricted Subsidiary or of the Issuer owing to a Restricted Subsidiary”; (e) that Liens to secure Debt incurred in connection with the construction, installation or financing of pollution control or abatement facilities or other forms of industrial revenue or development bond financing, which Liens extend solely to the property which is the subject thereof; (Af) is notLiens to secure Debt issued or guaranteed by the United States or any state or any department, and is not required to beagency or instrumentality of the United States, a Subsidiary Guarantor and (B) has not granted incurred in connection with the financing of the construction, refurbishment or operation of any liens on marine vessels or other property or assets of the Issuer or any of its property securing Indebtedness with recourse Restricted Subsidiaries, which Liens extend solely to the Partnership property which is the subject thereof; (g) Liens upon property or assets of any Restricted Subsidiary not incorporated in the United States that is acquired after the date hereof (other than property or assets acquired from the Issuer or a Restricted Subsidiary) to secure Debt of that foreign Restricted Subsidiary; (h) Liens arising from or in connection with a conveyance by the Issuer or any Restricted Subsidiary of any production payment or similar obligation or instrument with respect to any oil, gas, natural gas, carbon dioxide, sulphur, coal or other mineral or natural resource that is not in production as of the Partnership other than such Excluded Subsidiary date hereof; (i) Liens arising by reason of deposits necessary to obtain standby letters of credit in the ordinary course of business; (j) Liens in favor of customs and revenue authorities or incurred upon any property or assets in accordance with customary banking practice to secure any Debt incurred by the Issuer or any Restricted Subsidiary in connection with the exporting of goods to, or between, or the marketing of goods, or the importing of goods from, foreign countries, which Liens extend only to the property or asset being so exported or imported; (k) Liens upon property or assets sold by the Issuer or any Restricted Subsidiary resulting from the exercise of any rights or arising out of defaults on receivables to secure Debt relating to the sale of such property or assets; and (l) Liens to secure Debt incurred to extend, refinance, renew, replace or refund (or successive extensions, refinancings, renewals, replacements or refundings) any Debt secured by any Lien referred to in the foregoing clauses (b) through (k) so long as such Lien does not extend to any other Excluded Subsidiaryproperty and the amount of such Debt so secured is not increased above the amount outstanding immediately prior to such refinancing.

Limitation on Liens. The Partnership shall Borrower will not, nor shall it and will not permit any of its Domestic Subsidiaries to, create, assumeincur, incur assume or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Lien upon any Principal of its Property or upon (including, without limitation, any capital shares of stock of or Indebtedness of any Restricted Domestic Subsidiary), whether now owned or hereafter acquired, or engage in any Securitization Transaction except: (a) Liens in existence on the date hereof and listed on Schedule 8.04 hereto; (b) Liens imposed by any governmental authority for Taxes, assessments or thereafter acquiredcharges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower or the affected Domestic Subsidiaries in accordance with GAAP; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(h) hereof; (d) pledges or deposits under worker’s compensation, unemployment insurance and other social security legislation; (e) pledges or deposits to secure any Indebtedness the performance of the Partnership or any other Person bids, trade contracts (other than the Notesfor Indebtedness), without leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto that, in the aggregate, are not material in amount, and that do not in any such case making effective provisions whereby all materially detract from the value of the outstanding Notes are secured equally and ratably with, Property subject thereto or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding interfere with the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness ordinary conduct of the Partnership or any other Person, provided that business of the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership Borrower or any of its Subsidiaries Domestic Subsidiaries; (g) Liens on Property of any corporation that becomes a Domestic Subsidiary of the Borrower after the date hereof, provided that such Liens are in existence at the time such corporation becomes a Domestic Subsidiary of the Borrower and were not created in anticipation thereof; (h) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or (iiotherwise) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership Borrower or any of its Subsidiaries on the date hereofDomestic Subsidiaries, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that which Liens either (A) is not, existed on such Property before the time of its acquisition and is was not required to be, a Subsidiary Guarantor and created in anticipation thereof or (B) has not granted any liens on any was created solely for the purpose of its property securing Indebtedness with recourse representing, or incurred to finance, refinance or refund, the Partnership cost (including the cost of construction) of such Property; provided that (i) no such Lien shall extend to or cover any Subsidiary Property of the Partnership Borrower or such Domestic Subsidiary other than such Excluded Subsidiary or any other Excluded Subsidiary.the Property so

Limitation on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries Subsidiary to, create, assume, incur or suffer to exist any mortgageLien, lienother than a Purchase Money Lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof of the Indenture or thereafter acquired, to secure any Indebtedness (other than the Senior Debentures) of the Partnership Company, any Subsidiary or any other Person (other than the Notes), without in any such case making effective provisions provision whereby all of the outstanding Notes are Senior Debentures shall be directly secured equally and ratably with, or prior to, with such Indebtedness so long as or, if such Indebtedness is so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien a Lien and all similar liens under is expressly subordinated or junior in right of payment to the Senior Debentures, secured by such a Lien that is senior in priority to the Lien securing such Indebtedness; provided, however, that this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does restriction will not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon apply to (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries ----------------- Liens on the date hereof or (ii) the capital stock of any Restricted Subsidiary securing Indebtedness outstanding from time to time, provided that owns no Principal Property that was the principal amount of all such Indebtedness secured by Liens on the capital stock of any Restricted Subsidiary, at the time of each incurrence of any portion of any such Indebtedness, does not exceed 20% of Total Capitalization and (ii) Liens securing Indebtedness from the Company to any wholly owned Restricted Subsidiary or from any wholly owned Restricted Subsidiary to the Company or its subsidiaries. Nothing in this Section 10.7 or elsewhere in this Indenture contained shall prevent or be deemed to restrict any other property of the Company or its Subsidiaries or to prohibit the creation, assumption, or guaranty by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership Company or any Subsidiary of any debentures, notes, or other evidences of unsecured indebtedness, whether in the Partnership other than such Excluded Subsidiary ordinary course of business or any other Excluded Subsidiaryotherwise.

Limitation on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur or suffer to exist assume any mortgage, lien, security interest, pledge, charge or Lien (other encumbrance (“liens”than Permitted Liens) upon any Principal on Restricted Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any the payment of Indebtedness of the Partnership Company or any other Person Restricted Subsidiary if, immediately after the creation, incurrence or assumption of such Lien, the aggregate outstanding principal amount of all Indebtedness of the Company and the Restricted Subsidiaries that is secured by Liens (other than Permitted Liens) on Restricted Property would exceed the Notesgreater of (i) $30 million or (ii) 15% of the aggregate outstanding principal amount of all Indebtedness of the Company and the Restricted Subsidiaries (whether or not so secured), without in unless effective provision is made whereby the Securities (together with, if the Company shall so determine, any such case making effective provisions whereby all of other Indebtedness ranking equally with the outstanding Notes Securities, whether then existing or thereafter created) are secured equally and ratably with, with (or prior to, ) such Indebtedness (but only for so long as such Indebtedness is so secured). Notwithstanding The foregoing limitation does not apply to (i) Liens existing on the foregoing, Closing Date; (ii) Liens granted after the Partnership may, and may permit Closing Date on any assets or Capital Stock of the Company or its Restricted Subsidiaries to, create, assume, incur, or suffer created in favor of the Holders; (iii) Liens with respect to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock assets of a Restricted Subsidiary granted by such Restricted Subsidiary to the Company or another Restricted Subsidiary to secure Indebtedness owing to the Company or such other Restricted Subsidiary; (iv) Liens securing Indebtedness which is incurred to refinance secured Indebtedness which is permitted to be incurred under Section 10.6; provided that such Liens do not extend to or cover any property or assets of the Partnership Company or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by other than the Partnership 80 87 property or any of its Subsidiaries on assets securing the date hereof, in each case owned by a Subsidiary of the Partnership Indebtedness being refinanced; (an “Excluded Subsidiary”v) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property Liens securing Indebtedness with recourse to the Partnership permitted under Section 10.6; or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary(vii) Permitted Liens.

Limitation on Liens. (a) The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, create, assumeincur, incur assume or suffer guarantee any indebtedness for money borrowed (hereinafter in Sections 4.09 and 4.10 referred to exist any as "Debt"), secured by a mortgage, lien, security interest, pledge, lien, charge or other similar encumbrance (“mortgages, security interests, pledges, liens”, charges and other encumbrances, hereinafter in Sections 4.09 and 4.10 referred to as a "Mortgage") upon any manufacturing plant or manufacturing facility which is (i) owned by the Company or any Subsidiary and (ii) located within the continental United States of America, except any such plant which, in the opinion of the Board of Directors, is not of material importance to the total business conducted by the Company and the Subsidiaries taken as a whole (the "Principal Property Property") or upon any capital shares of stock or indebtedness of any Restricted SubsidiarySubsidiary (whether such Principal Property, whether shares of stock or indebtedness are now owned on the date hereof or thereafter hereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), ) without in any such case making effective provisions whereby all effectively providing concurrently with the issuance, assumption or guaranty of any such Debt that the outstanding Notes are Securities (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company or such Subsidiary ranking equally with 11 16 the outstanding Securities and then existing or thereafter created) shall be secured equally and ratably withwith such Debt; provided, however, that the foregoing 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 Subsidiary; (ii) Mortgages on property existing at the time of acquisition of such property by the Company or a Subsidiary, Mortgages to secure the payment of all or any part of the purchase price of such property incurred prior to, at the time of, or within 180 days after the acquisition of such Indebtedness so long as such Indebtedness is so secured. Notwithstanding property by the foregoingCompany or a Subsidiary, the Partnership may, and may permit or Mortgages to secure any of its Subsidiaries debt incurred prior to, create, assume, incurat the time of, or suffer within 180 days after the completion of construction or commencement of full operation of any property for the purpose of financing all or any part of the cost to exist without the Company or a Subsidiary of improvements to such property; (iii) Mortgages securing Debt of a Subsidiary owing to the Notes Company or to another Subsidiary; (aiv) Mortgages existing at the date of this Indenture; (v) Mortgages on property of a Person existing at the time such Person is merged into or consolidated with the Company or a Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company or a Subsidiary; (vi) Mortgages on property of the Company or a Subsidiary in favor of the United States of America or any Permitted LienState thereof, or any department, agency, instrumentality or political subdivision thereof, to secure any payments, including advance or progress 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 of the property subject to such Mortgages (including, but not limited to, Mortgages incurred in connection with pollution control bonds, industrial revenue bonds or similar financings); 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), inclusive; provided, however, that such extension, renewal or replacement shall be limited to all or part of the property which secured the Mortgage so extended, renewed or replaced (plus improvements on such property). (b) Notwithstanding the foregoing provisions of this Section 4.09, the Company and any lien upon any Principal Property one or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership more Subsidiaries may issue, assume or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding guarantee Debt secured by such lien and all similar liens under this clause (b)a Mortgage which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all Attributable Indebtedness from Sale-Leaseback Transactions other outstanding Debt of the Company and its Subsidiaries which (excluding Sale-Leaseback Transactions if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions (not including Debt permitted by to be secured under clauses (1i) through (4), inclusive, of Section 5.2 hereofvii) above), does not at the time exceed the greater of $ or 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by of the Partnership or any of Company and its consolidated Subsidiaries as shown on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary most recent consolidated financial statements of the Partnership (an “Excluded Subsidiary”) that (A) is not, Company and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryconsolidated Subsidiaries. Section 4.10.

Limitation on Liens. The Partnership Borrower shall notnot create, nor shall it permit assume or suffer to exist, any Lien of any kind, upon any of its Subsidiaries toproperties, createassets or Collateral, assumewhether now owned or hereafter acquired, incur except Permitted Liens. In the event Borrower contests the payment of a tax, assessment or suffer to exist any mortgage, lien, security interest, pledge, other governmental charge or contests a landlords', mechanics', materialmen's, warehousemen's, carriers', or other encumbrance (“liens”) upon any Principal Property or upon any capital stock like Lien, Borrower, prior to the commencement of any Restricted Subsidiary, whether owned on such contest and prior to the date hereof or thereafter acquiredsuch payment would otherwise 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 125% of the amount of the contested payment, to secure any Indebtedness be held in a segregated subaccount of the Partnership or any other Person (other than the Notes)Cash Collateral Account; provided, without in any however, Borrower shall not be required to make such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness a deposit so long as the aggregate of all such Indebtedness Liens that Borrower is so securedcontesting 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 amounts required to be paid by Borrower and shall remit the excess to Borrower. Notwithstanding the foregoing, Lender (or the Partnership mayServicer) may pay over to the appropriate Person any or all of the funds on deposit with Lender (or the Servicer) when, and may permit any in Lender's (or the Servicer's) reasonable judgment, the entitlement of its Subsidiaries to, create, assume, incur, such Person to such funds is firmly established or suffer if necessary to exist without securing avoid the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock foreclosure of a Restricted Subsidiary to secure Indebtedness of Lien that secures the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiarycontested payment.

Limitation on Liens. The Partnership shall not, nor shall it Company will not and will not permit any of its Restricted Subsidiaries to, create, assumeincur, incur assume or otherwise cause or suffer to exist or become effective any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock Lien of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person kind (other than the Notes)Permitted Liens) securing Indebtedness or Attributable Debt upon any of their property or assets, without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, now owned or prior to, such Indebtedness so long as such Indebtedness is so securedhereafter acquired. 50 Notwithstanding the foregoing, the Partnership mayCompany will not, and may will not permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur, (i) incur any Indebtedness or suffer to exist without securing Attributable Debt (other than the Notes (aand the Subsidiary Guarantees) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding is secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by Liens on any Equity Interest in a Guarantor in reliance upon clauses (1) through or (417) of the definition of Permitted Liens (or, solely with respect to any Lien incurred under clause (1) of such definition, clause (18) of such definition), inclusive, of Section 5.2 hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by unless in each case the Partnership Notes or any Subsidiary Guarantee of its Subsidiaries such Restricted Subsidiary, as applicable, are secured on an equal and ratable basis with (or on a senior basis to, in the date hereof case of obligations subordinated in right of payment to the Notes or such Subsidiary Guarantee, as the case may be) the obligations so secured until such time as such obligations are no longer secured by a Lien, or (ii) incur any Indebtedness or Attributable Debt (other than the capital stock Notes and the Subsidiary Guarantees and other than Credit Agreement Obligations) that is secured by junior priority Liens on any Credit Agreement Collateral in reliance upon clauses (1) or (17) of the definition of Permitted Liens (or, solely with respect to any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any Lien incurred under clause (1) of its Subsidiaries on the date hereofsuch definition, clause (18) of such definition), unless in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership Notes or any Subsidiary Guarantee of such Restricted Subsidiary, as applicable, are secured on an equal and ratable basis with (or on a senior basis to, in the Partnership other than case of obligations subordinated in right of payment to the Notes or such Excluded Subsidiary or any other Excluded SubsidiaryGuarantee, as the case may be) the obligations so secured until such time as such obligations are no longer secured by a Lien.

Limitation on Liens. The Partnership Borrower shall not, nor and shall it not cause or permit any of its Subsidiaries toRestricted Subsidiary to directly or indirectly, create, assumecause, incur or suffer to exist any mortgageLien on or with respect to any Capital Stock or any property or assets of the Borrower or Restricted Subsidiaries, lienexcept for: (i) Liens existing on the Effective Date listed on Schedule 5.13, security interestsecuring Indebtedness existing on the Effective Date; (ii) Liens securing Indebtedness under this Agreement and any Guarantees thereof; (iii) Permitted Encumbrances; (iv) Liens in favor of the Borrower or any Guarantor; (v) Liens to secure Indebtedness Incurred in connection with Vendor Credit Arrangements, pledgeprovided that such Liens encumber only the property purchased with the proceeds of such Vendor Credit Arrangements; (vi) Liens on property existing immediately prior to the time of acquisition thereof (and not created in connection with or in anticipation or contemplation of the financing of such acquisition); (vii) Liens on property of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Borrower or any such Restricted Subsidiary (and not created in connection with or in anticipation or contemplation thereof); (viii) Liens to secure the performance of statutory obligations, charge surety or appeal bonds or bid or performance bonds, or landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s or other encumbrance similar Liens, in any case incurred in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate process of law, if a reserve or other appropriate provision, if any, as is required by GAAP shall have been made therefor; (“liens”ix) upon Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided, however, that any Principal Property reserve or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, other appropriate provision that shall be required in conformity with GAAP shall have been made therefor; (x) Liens to secure Indebtedness Incurred to Refinance, in whole or in part, any Indebtedness of secured by Liens referred to in the Partnership or any other Person foregoing clauses (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured equally and ratably with, or prior to, such Indebtedness i)-(ix) so long as such Liens do not extend to any additional category of property and the principal amount of Indebtedness so secured is so secured. Notwithstanding not increased except for the foregoingamount of any premium required to be paid in connection with such Refinancing pursuant to the terms of the Indebtedness Refinanced or the amount of any premium reasonably determined by the Borrower as necessary to accomplish such Refinancing by means of a tender offer, exchange offer or privately negotiated repurchase, plus the Partnership mayexpenses of the issuer of such Indebtedness reasonably incurred in connection with such Refinancing; (xi) encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and may permit telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of the Borrower or any Restricted Subsidiary or to the ownership of its Subsidiaries to, create, assume, incur, properties which do not in the aggregate materially adversely affect the value of said properties or suffer to exist without securing materially impair their use in the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness operation of the Partnership business of the Borrower or such Restricted Subsidiary; (xii) judgment liens so long as such Lien is adequately bonded; (xiii) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other Person, provided that the funds maintained with a depositary institution; (xiv) Liens securing obligations under interest rate agreements permitted pursuant to Section 5.02 hereof; and (xv) other Liens securing Indebtedness permitted to be Incurred hereunder in an aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2 hereof), does not to exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any of its Subsidiaries on the date hereof or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiary$25,000,000.