Common use of Limitations on Liens Clause in Contracts

Limitations 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(a) 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.

Limitations on Liens. The Partnership For the benefit of the Securities, the Corporation shall not, nor shall 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 the Corporation or of any Manufacturing Subsidiary or upon any capital shares of stock or indebtedness of any Restricted SubsidiaryManufacturing Subsidiary (whether such 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 Securities (together with, if the Corporation shall so determine, any other indebtedness of the outstanding Notes are Corporation or such Manufacturing Subsidiary ranking equally with the Securities 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 (i) all Attributable Indebtedness from Sale-Leaseback Transactions other Debt of the Corporation 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)v) of the immediately following paragraph and not including Permitted Receivables Financings, inclusive, and (ii) all Attributable Debt of Section 5.2(a) hereof)the Company and its Manufacturing Subsidiaries in respect of sale and lease-back transactions, does not at the time exceed 1015% of Consolidated Net Tangible Assets or (c) any lien upon as shown on the audited consolidated financial statements for the most recently completed fiscal year. The above restrictions shall not apply to: (i) Mortgages on property, shares of stock or indebtedness of any Principal Property that was not owned by entity existing at the Partnership time (a) such entity becomes a Manufacturing Subsidiary or any (b) of its Subsidiaries on a sale, lease or other disposition of all or substantially all of the date hereof properties of the entity to the Corporation or a Manufacturing Subsidiary; (ii) Mortgages on property existing at the capital stock time of acquisition of such property by the Corporation or a Manufacturing Subsidiary, or Mortgages to secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by the Corporation or a Manufacturing Subsidiary or to secure any Debt incurred prior to, at the time of, or within 180 days after, the later of the date of acquisition of such property and the date such property is placed in service, for the purpose of financing all or any part of the purchase price thereof, or Mortgages to secure any Debt incurred for the purpose of financing the cost to the Corporation or a Manufacturing Subsidiary of improvements to such acquired property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to the Corporation or to another Subsidiary; (iv) Mortgages on property of the Corporation 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 other country, or any political subdivision thereof, in connection with financing arrangements between the Corporation or a Manufacturing Subsidiary and any of the foregoing governmental bodies or agencies, to the extent that owns no Principal Property that was owned Mortgages are required by the Partnership governmental programs under which those financing arrangements are made, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary 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 than property subject to such Excluded Subsidiary Mortgages or (v) any other Excluded Subsidiaryextension, 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 the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or a part of the property that secured the Mortgage so extended, renewed or replaced (plus improvements on such property).

Limitations on Liens. The Partnership (a) Other than as expressly permitted by the Transaction Documents, Tower Operator agrees that, during the Term, it shall notnot directly or indirectly, nor without the written consent of the applicable AT&T Lessor, which consent shall not be unreasonably conditioned, withheld or delayed, incur, grant or permit to exist (and shall cause its Affiliates, contractors and their subcontractors, and shall use commercially reasonable efforts to cause Tower Subtenants and their contractors and subcontractors, not to incur, grant or permit to exist) any Liens against any Site or any part of any Site (other than Tower Operator Permitted Liens). If any such Lien created or permitted by Tower Operator (other than Tower Operator Permitted Liens) is filed against all or any part of any Site without the applicable AT&T Lessor’s or AT&T Ground Lease Party’s prior written consent, or any Lien described in clauses (i), (ii) or (viii) of the definition of “Tower Operator Permitted Lien” ceases to be a Tower Operator Permitted Lien by reason of the commencement of a foreclosure, distraint, sale or similar proceeding, Tower Operator shall be required to cause such Lien to be discharged by payment, satisfaction or posting of bond within 30 days after Tower Operator has obtained knowledge of such Lien (and in any event prior to any loss or forfeiture) except as expressly permitted in connection with a contest of such Lien in accordance with Section 14(b). If Tower Operator fails to cause any Lien not being contested as provided in Section 14(b) (other than Tower Operator Permitted Liens) to be discharged within the permitted time and a Risk of Forfeiture exists as a result of such Lien, the applicable AT&T Lessor or AT&T Ground Lease Party may cause it to be discharged and may pay the amount of such Lien in order to do so, and shall be reimbursed therefor by Tower Operator within 10 days after such payment. For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement, nothing herein shall in any way affect or impair (i) Tower Operator’s ability to incur, grant or permit any of its Subsidiaries to, create, assume, incur or suffer to exist any mortgageLiens on any revenue, lienrents, security interest, pledge, charge issues or other encumbrance profits derived from the Sites (“liens”including under or pursuant to any Collocation Agreements) 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(a) 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 ability of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership or parent company of Tower Operator to pledge any of its Subsidiaries on the date hereof, equity interests 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 SubsidiaryTower Operator.

Limitations on Liens. The Partnership Nothing in this Indenture or (except as expressly provided with respect to a Series in the establishment of the terms thereof) in the Securities contained shall not, nor shall in any way restrict or prevent the Guarantor or any Subsidiary from incurring any indebtedness; provided that the Guarantor covenants and agrees that it will not itself and will not permit any of its Subsidiaries toRestricted Subsidiary to issue, createassume or guarantee any notes, assumebonds, incur or suffer to exist any mortgage, lien, 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 Four called "Debt") secured by a pledge of, or mortgage or lien on (mortgages, pledges and liens being hereinafter in this Article Four called "liens”) upon "), any of the Guarantor's or any Restricted Subsidiary's Principal Property Properties or upon any capital shares of stock of or indebtedness of any Restricted SubsidiarySubsidiary (such Principal Properties, whether owned on the date hereof or thereafter acquired, stock and indebtedness being hereinafter collectively referred to secure any Indebtedness of the Partnership or any other Person (other than the Notesas "Property"), without in effectively providing that the Securities (together with, if the Guarantor shall so determine, any such case making effective provisions whereby all other Debt of the outstanding Notes are Guarantor or such Restricted Subsidiary then existing or thereafter created ranking equally with the Securities, including guarantees of indebtedness of others) shall be secured equally and ratably with, with (or prior to) such Debt, such Indebtedness so long as such Indebtedness is Debt shall be so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer except that this Section 4.06 shall not apply 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 Debt 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(a) 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.by:

Limitations on Liens. The Partnership Guarantor 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 Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness Subsidiary of the Partnership Guarantor that owns or leases a Principal Property (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) without making effective provision whereby the Notes (together with, if the Guarantor shall so determine, any other Person (Indebtedness or other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are obligation) shall be secured equally and ratably withwith (or, or at the option of the Guarantor, prior to, such ) the Indebtedness so secured for so long as such Indebtedness is so secured. The foregoing restrictions do not, however, apply to Indebtedness secured by Permitted Liens. Notwithstanding the foregoing, the Partnership Guarantor 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 secured 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 Guarantor and its Subsidiaries that would otherwise be subject to the foregoing restrictions (including Indebtedness permitted to be secured under clause (i) under the definition of Permitted Liens but excluding Indebtedness permitted to be secured under clauses (ii) through (xiv) thereunder) and the aggregate amount of Attributable Indebtedness from deemed outstanding with respect to Sale-/Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses other than those in connection with which the Guarantor has voluntarily retired any of the Notes, any Pari Passu Indebtedness or any Funded Indebtedness pursuant to clause (1c) through (4), inclusive, of Section 5.2(a) 1009 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.

Limitations on Liens. The Partnership shall Company will not, nor shall will it permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur 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 SubsidiaryProperty, whether owned or leased on the date hereof of this Indenture or thereafter acquired, to secure any Indebtedness Debt of the Partnership Company or any other Person (other than the NotesSecurities issued hereunder), without in any such case making effective provisions provision whereby all of the outstanding Notes are Securities Outstanding hereunder shall be secured equally and ratably with, or prior to, such Indebtedness Debt so long as such Indebtedness is Debt shall be so secured. Notwithstanding This restriction shall not apply to: (i) any Lien upon any property or assets of the foregoingCompany or any Restricted Subsidiary in existence on the date of this Indenture or created pursuant to an "after-acquired property" clause or similar term in existence on the date of this Indenture or any mortgage, pledge agreement, security agreement or other similar instrument in existence on the date of this Indenture; (ii) any Lien upon any property or assets created at the time of acquisition of such property or assets by the Company or any Restricted Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or within one year of such acquisition; (iii) any Lien upon any property or assets existing thereon at the time of the acquisition thereof by the Company or any Restricted Subsidiary (whether or not the obligations secured thereby are assumed by the Company or any Restricted Subsidiary); (iv) any Lien upon any property or assets of a Person existing thereon at the time such Person becomes a Restricted Subsidiary by acquisition, merger or otherwise; (v) the assumption by the Company or any Restricted Subsidiary of obligations secured by any Lien existing at the time of the acquisition by the Company or any Restricted Subsidiary of the property or assets subject to such Lien or at the time of the acquisition of the Person which owns such property or assets; (vi) any Lien on property to secure all or part of the cost of construction or improvements thereon or to secure Debt incurred prior to, at the time of, or within one year after completion of such construction or making of such improvements, to provide funds for any such purpose; (vii) any Lien on any oil, gas, mineral and processing and other plant properties to secure the payment of costs, expenses or liabilities incurred under any lease or grant or operating or other similar agreement in connection with or incident to the exploration, development, maintenance or operation of such properties; (viii) any Lien arising from or in connection with a conveyance by the Company or any Restricted Subsidiary of any production payment with respect to oil, gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals, steam, timber or other natural resources; (ix) any Lien in favor of the Company or any Restricted Subsidiary; (x) any Lien created or assumed by the Company or any Restricted Subsidiary in connection with the issuance of Debt the interest on which is excludable from gross income of the holder of such Debt pursuant to the Internal Revenue Code of 1986, as amended, or any successor statute, for the purpose of financing, in whole or in part, the Partnership may, and may permit acquisition or construction of property or assets to be used by the Company or any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes Subsidiary; (axi) any Permitted Lien, (b) Lien upon property or assets of any lien upon any Principal Property or capital stock of a foreign Restricted Subsidiary to secure Indebtedness Debt 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(a) 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 foreign 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.; 52

Limitations on Liens. The Partnership shall notFor so long as any Notes remain outstanding, neither the Issuer nor shall it the Guarantor will create or allow, and nor will either the Issuer or the Guarantor permit any of its Subsidiaries toSubsidiary to create or allow, createany lien, assume, incur or suffer to exist any mortgage, lienpledge, security interest, pledge, charge or other encumbrance (“liens”a "Lien") upon on any Principal part of its Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, (as defined below) to secure any Indebtedness for borrowed money without providing that the Notes will be secured equally and ratably with or prior to such Indebtedness, for so long as the Indebtedness is secured. However, this limitation will not apply to any Lien that: (i) exists on or prior to the date of the Partnership Fiscal Agency Agreement; (ii) arises by operation of law and does not secure amounts that are more than 90 days overdue or are otherwise being contested in good faith; (iii) arises from any judgment that does not give rise to an event of default; (iv) exists over Property or shares of any Subsidiary (as defined below) which becomes a Subsidiary after the date of the Fiscal Agency Agreement, provided that the Lien was not created in contemplation of the Subsidiary becoming a Subsidiary; (v) exists over any Property as a security for indebtedness incurred to finance all or part of the price including costs such as increased costs due to escalation, interest during construction and similar costs of the acquisition of the Property, or (in the case of Property other than shares of any Subsidiary) the development, redevelopment, modification or improvement of the Property, and created within 180 days after the acquisition; (vi) exists over any Property which is acquired by the Issuer, the Guarantor or any Subsidiary, or Property or shares of any entity that merges into or consolidates with the Issuer, the Guarantor or any Subsidiary, provided that the Lien was not created in contemplation of the transaction; (vii) is incurred to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business; (viii) is in favor of the federal government of the United States or the government of any state in the United States with respect to the Issuer and its Subsidiaries, or the government of the Federal Republic of Germany or any member state of the European Union or any other Person government with respect to the Guarantor's Subsidiaries (other than the NotesIssuer), without in or any instrumentality of any of them, securing obligations of the Issuer, the Guarantor, or any Subsidiary under any contracts or payments owed to any such case making effective provisions whereby all of entity, when the outstanding Notes are secured equally and ratably with, or prior to, law requires that such Indebtedness so long as such Indebtedness is obligations be so secured. Notwithstanding the foregoing; (ix) secures taxes or assessments or other governmental charges, the Partnership maywhich, if overdue, are being contested diligently and may permit in good faith; (x) was created on 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 incurred in connection with the financing of such Property, the repayment of which is to be made from revenues arising out of, or other proceeds of realization from, such Property, with recourse to those revenues and proceeds and other Property used in connection with or forming the subject matter of such Property, but without recourse to the Issuer, the Guarantor or any of their Subsidiaries; (xi) secures Indebtedness in respect of interest rate agreement obligations or currency agreement obligations entered into to protect against fluctuations in interest rates or currency exchange rates and not for speculative reasons; (xii) constitutes an extension, renewal or replacement of any Lien referred to above, for amounts not exceeding the principal amount of the Partnership or any other Personborrowed money secured by such Liens, provided that the extension, renewal or replacement is limited to the same Property that secured the original Lien (plus improvements on the property); or (xiii) is in the favor of the Issuer or the Guarantor or a Subsidiary of either of them. The Issuer, the Guarantor or any Subsidiary may also create or allow Liens over any Property so long as the aggregate principal amount of all Indebtedness then outstanding for borrowed money secured by such lien all Liens (excluding the amount of the indebtedness secured by the Liens described above) and the aggregate Attributable Debt (as defined below) of all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Sale and Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1as defined below) through (4), inclusive, of Section 5.2(a) hereof), does not exceed 1015% of the Consolidated Net Tangible Assets or (cas defined below) 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 SubsidiaryGuarantor.

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, createissue, assume, incur guarantee or suffer to exist any Indebtedness secured by any mortgage, lien, security interest, pledge, charge lien or other encumbrance of any nature (herein collectively referred to as a “lien” or “liens”) upon any Principal Property property of the Company or upon any capital Restricted Subsidiary, or on any shares of 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 effectively providing that the Notes (together with, if the Company shall so determine, any other Indebtedness of the outstanding Notes are Company or such Restricted Subsidiary ranking pari passu with the Notes) shall be secured equally and ratably withwith such Indebtedness, except that the foregoing restrictions shall not apply to: (i) liens existing on December 31, 2004; (ii) pledges, guarantees and deposits under workers’ compensation laws, unemployment insurance laws or prior tosimilar legislation, good faith deposits under bids, tenders or contracts, deposits to secure public or statutory obligations or appeal or similar bonds, and liens created by special assessment districts used to finance infrastructure improvements; (iii) liens existing on property or assets of any entity on the date on which it becomes a Restricted Subsidiary, which secured Indebtedness is not Incurred in contemplation of such entity becoming a Restricted Subsidiary; (iv) liens on or leases of model home units; (v) Capitalized Lease Obligations entered into in the ordinary course of business in amounts not in excess of $25,000,000 outstanding in the aggregate at any one time; (vi) the replacement of any of the items set forth in clauses (i) through (v) above, provided that (A) the principal amount of the Indebtedness so long secured by liens shall not be increased, (B) such Indebtedness, determined as of the date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced, (C) the maturity of such Indebtedness is so secured. Notwithstanding not earlier than that of the foregoing, the Partnership mayIndebtedness to be refinanced, and may permit (D) the liens shall be limited to the property or part thereof which secured the lien so replaced or property substituted therefor as a result of the destruction, condemnation or damage of such property; (vii) liens on property acquired, constructed or improved by the Company or any Restricted Subsidiary, which liens are either existing at the time of such acquisition or at the time of completion of construction or improvement or created within 120 days after such acquisition, completion or improvement, to secure Indebtedness Incurred or assumed to finance all or part of such property, including any increase in the principal amount of such Indebtedness and any extension of the repayment schedule and maturity of such Indebtedness Incurred or entered into in the ordinary course of business; (viii) liens or priorities incurred in the ordinary course of business, such as laborers’, employees’, carriers’, mechanics’, vendors’ and landlords’ liens or priorities; (ix) liens for certain taxes and certain survey and title exceptions; (x) liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceeding for review and with respect to which it has secured a stay of execution pending such appeal or proceeding for review; (xi) liens on property owned by any Homebuilding Joint Venture; (xii) liens securing a Warehouse Facility, provided that such liens shall not extend to any assets other than the mortgages, promissory notes and other collateral that secures mortgage loans made by the Company or any of its Subsidiaries to, create, assume, incur, or suffer to exist without Restricted Subsidiaries; (xiii) liens securing the Notes (a) and, if any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary guarantees payment of the Notes pursuant to secure Section 6.11 hereof, liens securing any such guarantee; (xiv) liens securing surety bonds entered into in the ordinary course of business; and (xv) liens which would otherwise be subject to the foregoing restrictions which, when the Indebtedness relating to those liens is added to all other then outstanding Indebtedness of the Partnership or any other Person, provided that Company and the aggregate principal amount of all Indebtedness then outstanding Restricted Subsidiaries secured by such lien liens and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by not listed in clauses (1i) through (4), inclusive, of Section 5.2(axiv) hereof)above, 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$100,000,000.

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, createissue, assume, incur guarantee or suffer to exist any Indebtedness secured by any mortgage, lien, security interest, pledge, charge lien or other encumbrance of any nature (herein collectively referred to as a “lien” or “liens”) upon any Principal Property property of the Company or upon any capital Restricted Subsidiary, or on any shares of 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 effectively providing that the Notes (together with, if the Company shall so determine, any other Indebtedness of the outstanding Notes are Company or such Restricted Subsidiary ranking pari passu with the Notes) shall be secured equally and ratably withwith such Indebtedness, except that the foregoing restrictions shall not apply to: (i) liens existing on December 31, 2002; (ii) pledges, guarantees and deposits under workers’ compensation laws, unemployment insurance laws or prior tosimilar legislation, good faith deposits under bids, tenders or contracts, deposits to secure public or statutory obligations or appeal or similar bonds, and liens created by special assessment districts used to finance infrastructure improvements; (iii) liens existing on property or assets of any entity on the date on which it becomes a Restricted Subsidiary, which secured Indebtedness is not Incurred in contemplation of such entity becoming a Restricted Subsidiary; (iv) liens on or leases of model home units; (v) Capitalized Lease Obligations entered into in the ordinary course of business in amounts not in excess of $25,000,000 outstanding in the aggregate at any one time; (vi) the replacement of any of the items set forth in clauses (i) through (v) above, provided that (A) the principal amount of the Indebtedness so long secured by liens shall not be increased, (B) such Indebtedness, determined as of the date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced, (C) the maturity of such Indebtedness is so secured. Notwithstanding not earlier than that of the foregoing, the Partnership mayIndebtedness to be refinanced, and may permit (D) the liens shall be limited to the property or part thereof which secured the lien so replaced or property substituted therefor as a result of the destruction, condemnation or damage of such property; (vii) liens on property acquired, constructed or improved by the Company or any Restricted Subsidiary, which liens are either existing at the time of such acquisition or at the time of completion of construction or improvement or created within 120 days after such acquisition, completion or improvement, to secure Indebtedness Incurred or assumed to finance all or part of such property, including any increase in the principal amount of such Indebtedness and any extension of the repayment schedule and maturity of such Indebtedness Incurred or entered into in the ordinary course of business; (viii) liens or priorities incurred in the ordinary course of business, such as laborers’, employees’, carriers’, mechanics’, vendors’ and landlords’ liens or priorities; (ix) liens for certain taxes and certain survey and title exceptions; (x) liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceeding for review and with respect to which it has secured a stay of execution pending such appeal or proceeding for review; (xi) liens on property owned by any Homebuilding Joint Venture; (xii) liens securing a Warehouse Facility, provided that such liens shall not extend to any assets other than the mortgages, promissory notes and other collateral that secures mortgage loans made by the Company or any of its Subsidiaries to, create, assume, incur, or suffer to exist without Restricted Subsidiaries; (xiii) liens securing the Notes (a) and, if any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary guarantees payment of the Notes pursuant to secure Section 6.11 hereof, liens securing any such guarantee; (xiv) liens which would otherwise be subject to the foregoing restrictions which, when the Indebtedness relating to those liens is added to all other then outstanding Indebtedness of the Partnership or any other Person, provided that Company and the aggregate principal amount of all Indebtedness then outstanding Restricted Subsidiaries secured by such lien liens and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by not listed in clauses (1i) through (4), inclusive, of Section 5.2(axiii) hereof)above, 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$75,000,000.

Limitations on Liens. The Partnership shall Guarantor will not, nor shall it and will not permit any of its Subsidiaries to, create, assumeincur, incur assume or suffer otherwise cause to exist become effective any mortgage, lien, security interest, pledge, charge or Lien (other encumbrance (“liens”than Permitted Liens) upon on any Principal Property or upon any capital shares of stock of any Restricted Subsidiary, Principal Subsidiary (whether such Principal Property or shares are now existing or owned on the date hereof or thereafter hereafter created or acquired), to secure any Indebtedness indebtedness of the Partnership or any other Person (other than the Notes)Guarantor, 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 indebtedness of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Person, provided that unless the aggregate principal amount of Guarantor or such Subsidiary also secures all Indebtedness then outstanding secured by such lien payments due under all Securities (and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1the related Guarantee) through (4), inclusive, of Section 5.2(a) 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 series having the Partnership or benefit of this Section (together with, if the Guarantor shall so determine, any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary other 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 Guarantor then existing or thereafter created ranking equally with the Securities, the Guarantee or such Subsidiary indebtedness), on an equal and ratable basis with such other than indebtedness so secured (or, in the case of indebtedness subordinated to the Securities, the Guarantee or the Subsidiary indebtedness, prior or senior thereto, with the same relative priority as the Securities, the Guarantee or the Subsidiary indebtedness will have with respect to such Excluded Subsidiary or subordinated indebtedness) for so long as such other indebtedness shall be so secured. The foregoing prohibition shall not apply to any other Excluded Subsidiary.of the following Liens (“Permitted Liens”):

Limitations on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries Restricted Subsidiary to, create, assumedirectly or indirectly, incur or suffer permit 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 nature whatsoever on any property of the Company or any Restricted Subsidiary (including Capital Stock of a Restricted Subsidiary), or any proceeds, income or profit therefrom, whether owned on at the date hereof Issue Date or thereafter acquired, which secures Indebtedness that is not Senior Indebtedness unless contemporaneously therewith effective provision is made 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 withwith (or if such Lien secures Indebtedness that is subordinated to the Notes, or prior to, ) such Indebtedness for so long as such Indebtedness is so securedsecured by a Lien. Notwithstanding The foregoing restrictions shall not apply to (i) Liens existing on the foregoing, Issue Date securing Indebtedness outstanding on the Partnership may, and may permit any Issue Date; (ii) Liens in favor of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes Company; (aiii) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary Liens to secure Non-Recourse Purchase Money Indebtedness; (iv) Liens securing Acquired Indebtedness of the Partnership or any other Personpermitted to be incurred under this Indenture, provided that the aggregate principal amount Liens do not extend to property or assets not subject to such Lien at the time of all acquisition (other than improvements thereon); (v) Liens on property of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); or (vi) Liens to secure Refinancing Indebtedness then outstanding of Indebtedness secured by such lien Liens referred to in the foregoing clauses (iv) and all similar liens under this clause (bv), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2(a) hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property provided 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 such Liens do not extend to any additional property or assets (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 Subsidiaryimprovements thereon).

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, createissue, assume, incur guarantee or suffer to exist any Indebtedness secured by any mortgage, lien, security interest, pledge, charge lien or other encumbrance of any nature (herein collectively referred to as a “lien” or “liens”) upon any Principal Property property of the Company or upon any capital Restricted Subsidiary, or on any shares of 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 effectively providing that the Notes (together with, if the Company shall so determine, any other Indebtedness of the outstanding Notes are Company or such Restricted Subsidiary ranking pari passu with the Notes) shall be secured equally and ratably withwith such Indebtedness, except that the foregoing restrictions shall not apply to: (i) liens existing on December 31, 2003; (ii) pledges, guarantees and deposits under workers’ compensation laws, unemployment insurance laws or prior tosimilar legislation, good faith deposits under bids, tenders or contracts, deposits to secure public or statutory obligations or appeal or similar bonds, and liens created by special assessment districts used to finance infrastructure improvements; (iii) liens existing on property or assets of any entity on the date on which it becomes a Restricted Subsidiary, which secured Indebtedness is not Incurred in contemplation of such entity becoming a Restricted Subsidiary; (iv) liens on or leases of model home units; (v) Capitalized Lease Obligations entered into in the ordinary course of business in amounts not in excess of $25,000,000 outstanding in the aggregate at any one time; (vi) the replacement of any of the items set forth in clauses (i) through (v) above, provided that (A) the principal amount of the Indebtedness so long secured by liens shall not be increased, (B) such Indebtedness, determined as of the date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced, (C) the maturity of such Indebtedness is so secured. Notwithstanding not earlier than that of the foregoing, the Partnership mayIndebtedness to be refinanced, and may permit (D) the liens shall be limited to the property or part thereof which secured the lien so replaced or property substituted therefor as a result of the destruction, condemnation or damage of such property; (vii) liens on property acquired, constructed or improved by the Company or any Restricted Subsidiary, which liens are either existing at the time of such acquisition or at the time of completion of construction or improvement or created within 120 days after such acquisition, completion or improvement, to secure Indebtedness Incurred or assumed to finance all or part of such property, including any increase in the principal amount of such Indebtedness and any extension of the repayment schedule and maturity of such Indebtedness Incurred or entered into in the ordinary course of business; (viii) liens or priorities incurred in the ordinary course of business, such as laborers’, employees’, carriers’, mechanics’, vendors’ and landlords’ liens or priorities; (ix) liens for certain taxes and certain survey and title exceptions; (x) liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceeding for review and with respect to which it has secured a stay of execution pending such appeal or proceeding for review; (xi) liens on property owned by any Homebuilding Joint Venture; (xii) liens securing a Warehouse Facility, provided that such liens shall not extend to any assets other than the mortgages, promissory notes and other collateral that secures mortgage loans made by the Company or any of its Subsidiaries to, create, assume, incur, or suffer to exist without Restricted Subsidiaries; (xiii) liens securing the Notes (a) and, if any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary guarantees payment of the Notes pursuant to secure Section 6.11 hereof, liens securing any such guarantee; (xiv) liens which would otherwise be subject to the foregoing restrictions which, when the Indebtedness relating to those liens is added to all other then outstanding Indebtedness of the Partnership or any other Person, provided that Company and the aggregate principal amount of all Indebtedness then outstanding Restricted Subsidiaries secured by such lien liens and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by not listed in clauses (1i) through (4), inclusive, of Section 5.2(axiii) hereof)above, 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$100,000,000.

Limitations on Liens. The Partnership Guarantor 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 Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness Subsidiary of the Partnership Guarantor that owns or leases a Principal Property (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) without making effective provision whereby the Notes (together with, if the Guarantor shall so determine, any other Person (Indebtedness or other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are obligation) shall be secured equally and ratably withwith (or, or at the option of the Guarantor, prior to, such ) the Indebtedness so secured for so long as such Indebtedness is so secured. The foregoing restrictions do not, however, apply to Indebtedness secured by Permitted Liens. Notwithstanding the foregoing, the Partnership Guarantor 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 secured 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 Guarantor and its Subsidiaries that would otherwise be subject to the foregoing restrictions (including Indebtedness permitted to be secured under clause (i) under the definition of Permitted Liens but excluding Indebtedness permitted to be secured under clauses (ii) through (xiv) thereunder) and the aggregate amount of Attributable Indebtedness from deemed outstanding with respect to Sale-/Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses other than those in connection with which the Guarantor has voluntarily retired any of the Notes, any Pari Passu Indebtedness or any Funded Indebtedness pursuant to clause (1c) through (4), inclusive, of Section 5.2(a) 1009 hereof), does not at any one time exceed 1015% of the Guarantor’s 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.

Limitations on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, assume, incur or suffer affirm any Lien of any kind securing any Indebtedness which is pari passu or subordinate in right of payment to exist the Securities (including any mortgageassumption, 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 hereafter acquired, 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 obligation or liability secured by such Lien except for Liens (A) securing any Indebtedness which became Indebtedness pursuant to a transaction permitted under Section 5.1 hereof 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 by the Company or any Subsidiary and which Indebtedness is permitted under the provisions of Section 5.1 hereof, (B) securing any Indebtedness incurred in connection with any refinancing, renewal, substitutions or replacements of any 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 described in 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(a) 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 notor (C) created in favor of the Company; provided, and is not required to behowever, a Subsidiary Guarantor that in the case of clauses (A) and (B) has not granted ), any liens on any of its property securing Indebtedness with recourse such Lien only extends to the Partnership assets that were subject to such Lien securing such Indebtedness prior to the related acquisition by the Company or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryits Subsidiaries.

Limitations on Liens. The Partnership shall Company will not, nor shall will it permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur 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 SubsidiaryProperty, whether owned or leased on the date hereof of this Indenture or thereafter acquired, to secure any Indebtedness Debt of the Partnership Company or any other Person (other than the NotesSecurities issued hereunder), without in any such case making effective provisions provision whereby all of the outstanding Notes are Securities Outstanding hereunder shall be secured equally and ratably with, or prior to, such Indebtedness Debt so long as such Indebtedness is Debt shall be so secured. This restriction shall not apply to: (i) any Lien upon any property or assets of the Company or any Restricted Subsidiary in existence on the date of this Indenture or created pursuant to an "after-acquired property" clause or similar term in existence on the date of this Indenture or any mortgage, pledge agreement, security agreement or other similar instrument in existence on the date of this Indenture; (ii) any Lien upon any property or assets created at the time of acquisition of such property or assets by the Company or any Restricted Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or within one year of such acquisition; (iii) any Lien upon any property or assets existing thereon at the time of the acquisition thereof by the Company or any Restricted Subsidiary (whether or not the obligations secured thereby are assumed by the Company or any Restricted Subsidiary); (iv) any Lien upon any property or assets of a Person existing thereon at the time such Person becomes a Restricted Subsidiary by acquisition, merger or otherwise; 78 70 (v) the assumption by the Company or any Restricted Subsidiary of obligations secured by any Lien existing at the time of the acquisition by the Company or any Restricted Subsidiary of the property or assets subject to such Lien or at the time of the acquisition of the Person which owns such property or assets; (vi) any Lien on property to secure all or part of the cost of construction or improvements thereon or to secure Debt incurred prior to, at the time of, or within one year after completion of such construction or making of such improvements, to provide funds for any such purpose; (vii) any Lien on any oil, gas, mineral and processing and other plant properties to secure the payment of costs, expenses or liabilities incurred under any lease or grant or operating or other similar agreement in connection with or incident to the exploration, development, maintenance or operation of such properties; (viii) any Lien arising from or in connection with a conveyance by the Company or any Restricted Subsidiary of any production payment with respect to oil, gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals, steam, timber or other natural resources; (ix) any Lien in favor of the Company or any Restricted Subsidiary; (x) any Lien created or assumed by the Company or any Restricted Subsidiary in connection with the issuance of Debt the interest on which is excludable from gross income of the holder of such Debt pursuant to the Internal Revenue Code of 1986, as amended, or any successor statute, for the purpose of financing, in whole or in part, the acquisition or construction of property or assets to be used by the Company or any Subsidiary; (xi) any Lien upon property or assets of any foreign Restricted Subsidiary to secure Debt of that foreign Restricted Subsidiary; (xii) Permitted Liens; (xiii) any Lien created by any Alternate Program or any document executed by any Subsidiary or Restricted Affiliate in connection therewith, provided that such Lien is limited to the trade or other receivables in respect of which such Alternate Program is created or exists, and the proceeds thereof; (xiv) any Lien on Margin Stock; (xv) any Lien upon any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or assets permitted by clauses (i) through (xiv), inclusive, of this Section; or 79 71 (xvi) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancing, refundings or replacements) of any Lien, in whole or in part, that is referred to in clauses (i) through (xv), inclusive, of this Section, or of any Debt secured thereby; provided, however, that the principal amount of Debt secured thereby shall not exceed the greater of the principal amount of Debt so secured at the time of such extension, renewal, refinancing, refunding or replacement and the original principal amount of Debt so secured (plus in each case the aggregate amount of premiums, other payments, costs and expenses required to be paid or incurred in connection with such extension, renewal, refinancing, refunding or replacement); provided, further, however, that such extension, renewal, refinancing, refunding or replacement shall be limited to all or a part of the property (including improvements, alterations and repairs on such property) subject to the encumbrance so extended, renewed, refinanced, refunded or replaced (plus improvements, alterations and repairs on such property). Notwithstanding the foregoingforegoing provisions of this Section, the Partnership Company may, and may permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur, incur or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien Lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness any Debt of the Partnership Company or any other PersonPerson (other than the Securities) that is not excepted by clauses (i) through (xvi), inclusive, of this Section without securing the Securities issued hereunder, provided that the aggregate principal amount of all Indebtedness Debt then outstanding secured by such lien Lien and all similar liens under this clause (b)Liens, together with all Attributable Indebtedness net sale proceeds from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1i) through (4iv), inclusive, of Section 5.2(a) hereof1007), 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. SECTION 1007.

Limitations on Liens. The Partnership shall not(a) So long as any Securities remain outstanding, nor shall it the Issuer may not directly or indirectly, Incur, and will not permit any of its Subsidiaries to, createdirectly or indirectly, assume, incur or suffer to exist Incur any Indebtedness secured by a mortgage, lien, security interest, pledge, lien, charge or other encumbrance (“mortgages, security interests, pledges, liens”, charges and other encumbrances being hereinafter in this Article 4 referred to as "mortgage" or "mortgages") upon any Principal Property property or assets (including Capital Stock) of the Issuer, or any of its Subsidiaries or upon any capital shares of stock or Indebtedness of any Restricted Subsidiaryof its Subsidiaries (whether such property, whether owned on the date hereof assets, shares of stock or thereafter Indebtedness are now existing or owed or 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 Incurrence of any such secured Indebtedness, or the outstanding Notes are grant of a mortgage with respect to any such Indebtedness to be so secured, that the Securities or, in respect of mortgages on the Guarantor's property or assets, the Guarantee (together with, if the Issuer shall so determine, any other Indebtedness of or Guarantee by the Issuer, the Guarantor or any of their respective Subsidiaries ranking equally with the Securities or the Guarantee) shall be secured equally and ratably withwith (or, or at the Issuer's option, prior to, ) such Indebtedness so long as such Indebtedness is to be so secured. Notwithstanding the foregoing; 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(a) hereof), does foregoing restrictions shall 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.apply to:

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries (other than any Unrestricted Subsidiary) to, create, assumeincur, incur assume or suffer to exist any mortgageLiens securing Indebtedness, 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 Lien, Liens which may be granted to secure the 1997 Notes; (b) Liens securing Senior Indebtedness or Indebtedness that is incurred pursuant to clause (i) of Section 4.12(b); (c) Liens securing Indebtedness that is incurred in accordance with this Indenture and that is pari passu with the 1997 Notes; provided that the 1997 Notes are secured on an equal and ratable basis to such Liens; (d) Liens securing Indebtedness incurred in accordance with this Indenture and that is subordinated to the 1997 Notes; provided that the 1997 Notes are secured by Liens ranking prior to such Liens; (e) Liens in respect of Refinancing Indebtedness; provided that the terms of such Liens in respect of such Refinancing Indebtedness are not less favorable to the Holders than terms of the Liens securing the Existing Debt being Refinanced and do not extend to or cover any lien upon property or assets of the Company or of any Principal Property of the Subsidiaries not securing such Existing Debt; (f) Liens in respect of Acquired Indebtedness permitted to be incurred in accordance with this Indenture; provided that such Liens in respect of such Acquired Indebtedness do not extend to or capital stock cover any property or assets of a Restricted the Company or any Subsidiary other than the property or assets that secured the Acquired Indebtedness prior to secure the time such Indebtedness became Acquired Indebtedness of the Partnership Company or any other Personsuch Subsidiary; (g) Liens securing Indebtedness of the Company or a Subsidiary, provided that the aggregate principal amount of all which 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(a) hereof), does shall 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 $15.0 million; and (Bh) 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.

Limitations on Liens. The Partnership Company shall not, nor shall it permit not at any of its Subsidiaries to, time create, assumeincur, incur assume or suffer to exist exist, and shall not cause, suffer or permit a Restricted Subsidiary to create, incur, assume or suffer to exist, any mortgage, lien, security interest, pledge, charge or other encumbrance Secured Debt without making effective provision (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on and the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person (other than the Notes), without Company covenants that in any such case making it will make or cause to be made effective provisions provision) whereby all of the Loans then outstanding Notes are shall be secured equally and ratably withwith such Secured Debt, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoingSecured Debt shall exist; provided, the Partnership mayhowever, and may permit that this Section 5.07 shall not prevent any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes following: (a) (i) any Permitted LienLien on any property hereafter acquired (including acquisition through merger or consolidation) or constructed by the Company or a Restricted Subsidiary and created contemporaneously with, or within twelve months after, such acquisition or the completion of construction to secure or provide for the payment of all or any part of the purchase price of such property or the cost of construction thereof, as the case may be; or (ii) any mortgage on property (including any unimproved portion of partially improved property) of the Company or a Restricted Subsidiary created within twelve months of completion of construction of a new plant or plants on such property to secure all or part of the cost of such construction; or (iii) the acquisition of property subject to any Lien upon such property existing at the time of acquisition thereof, whether or not assumed by the Company or such Restricted Subsidiary; (b) any lien upon any Principal Property or Liens on capital stock of a Restricted Subsidiary to secure Indebtedness of hereafter acquired by the Partnership Company or any other PersonRestricted Subsidiary, provided that the aggregate principal amount cost to the Company and its Restricted Subsidiaries of all Indebtedness then outstanding secured by capital stock subject to 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(a) hereof), Liens does not exceed 10% of Consolidated Net Tangible Assets or Shareowners’ Equity; (c) any lien Lien securing Debt of a corporation which is a successor to the Company to the extent permitted by Section 5.06; or securing Debt of a Restricted Subsidiary outstanding at the time it became a Restricted Subsidiary; or securing Debt of any Person outstanding at the time it is merged with, or all or substantially all of its properties are acquired by, the Company or any Restricted Subsidiary, provided that such Lien does not extend to any other properties of the Company or any Restricted Subsidiary; or existing on the property or on the outstanding shares or Debt of a corporation at the time it becomes a Restricted Subsidiary; or created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and any Federal, State or municipal government or other governmental body or agency; (d) any Lien created in connection with any extension, renewal or refunding (or successive extensions, renewals or refundings), in whole or in part, of any Debt secured by a Lien permitted by the foregoing provisions of this Section 5.07 upon the same property theretofore subject thereto (plus 31 improvements on such property), provided that the amount of such Debt outstanding at that time shall not be increased; (e) Liens or deposits made in connection with contracts (which term includes subcontracts under such contracts) with or made at the request of the United States or any department or agency thereof, insofar as such Liens or deposits relate to property manufactured, installed or constructed by or to be supplied by, or property furnished to, the Company or a Restricted Subsidiary pursuant to, or to enable the performance of, such contracts, or property the manufacture, installation, construction or acquisition of which is financed pursuant to, or to enable the performance of, such contracts; or deposits or Liens, made pursuant to such contracts, of or upon moneys advanced or paid pursuant to, or in accordance with the provisions of, such contracts, or of or upon any materials or supplies acquired for the purpose of the performance of such contracts; or the assignment or pledge, to the extent permitted by law, of the right, title and interest of the Company or a Restricted Subsidiary in and to any such contract, or in and to any payments due or to become due thereunder, to secure Debt incurred for funds or other property supplied, constructed or installed for or in connection with the performance by the Company or such Restricted Subsidiary of its obligations under such contracts; (f) mechanics’, materialmen’s, carriers’ or other like Liens, and pledges or deposits made in the ordinary course of business to obtain the release of any such Liens or the release of property in the possession of a common carrier; good faith deposits in connection with tenders, leases of real estate or bids or contracts (other than contracts involving the borrowing of money); pledges or deposits to secure public or statutory obligations; deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; and deposits to secure the payment of taxes, assessments, customs duties or other similar charges; (g) any Lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege or license, or to enable the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any arrangements established by law to cover any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters; (h) the Liens of taxes, assessments or other governmental charges or levies not at the time due, or the validity of which is being contested in good faith; (i) any Principal Property that was not owned by judgment Liens, so long as the Partnership or any finality 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, such judgment is being contested in each case owned by a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) good faith and execution thereon 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.stayed; 32

Limitations on Liens. The Partnership shall Company will not, nor shall will it permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur 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 SubsidiaryProperty, whether owned or leased on the date hereof of this Indenture or thereafter acquired, to secure any Indebtedness Debt of the Partnership Company or any other Person (other than the NotesSecurities issued hereunder), without in any such case making effective provisions provision whereby all of the outstanding Notes are Securities Outstanding hereunder shall be secured equally and ratably with, or prior to, such Indebtedness Debt so long as such Indebtedness is Debt shall be so secured. This restriction shall not apply to: (i) any Lien upon any property or assets of the Company or any Restricted Subsidiary in existence on the date of this Indenture or created pursuant to an "after-acquired property" clause or similar term in existence on the date of this Indenture or any mortgage, pledge agreement, security agreement or other similar instrument in existence on the date of this Indenture; (ii) any Lien upon any property or assets created at the time of acquisition of such property or assets by the Company or any Restricted Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or within one year of such acquisition; (iii) any Lien upon any property or assets existing thereon at the time of the acquisition thereof by the Company or any Restricted Subsidiary (whether or not the obligations secured thereby are assumed by the Company or any Restricted Subsidiary); (iv) any Lien upon any property or assets of a Person existing thereon at the time such Person becomes a Restricted Subsidiary by acquisition, merger or otherwise; 78 70 (v) the assumption by the Company or any Restricted Subsidiary of obligations secured by any Lien existing at the time of the acquisition by the Company or any Restricted Subsidiary of the property or assets subject to such Lien or at the time of the acquisition of the Person which owns such property or assets; (vi) any Lien on property to secure all or part of the cost of construction or improvements thereon or to secure Debt incurred prior to, at the time of, or within one year after completion of such construction or making of such improvements, to provide funds for any such purpose; (vii) any Lien on any oil, gas, mineral and processing and other plant properties to secure the payment of costs, expenses or liabilities incurred under any lease or grant or operating or other similar agreement in connection with or incident to the exploration, development, maintenance or operation of such properties; (viii) any Lien arising from or in connection with a conveyance by the Company or any Restricted Subsidiary of any production payment with respect to oil, gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals, steam, timber or other natural resources; (ix) any Lien in favor of the Company or any Restricted Subsidiary; (x) any Lien created or assumed by the Company or any Restricted Subsidiary in connection with the issuance of Debt the interest on which is excludable from gross income of the holder of such Debt pursuant to the Internal Revenue Code of 1986, as amended, or any successor statute, for the purpose of financing, in whole or in part, the acquisition or construction of property or assets to be used by the Company or any Subsidiary; (xi) any Lien upon property or assets of any foreign Restricted Subsidiary to secure Debt of that foreign Restricted Subsidiary; (xii) Permitted Liens; (xiii) any Lien created by any Alternate Program or any document executed by any Subsidiary in connection therewith provided that such Lien is limited to the trade or other receivables in respect of which such Alternate Program is created or exists, and the proceeds thereof; (xiv) any Lien on Margin Stock; (xv) any Lien upon any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or assets permitted by clauses (i) through (xiv), inclusive, of this Section; or 79 71 (xvi) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancing, refundings or replacements) of any Lien, in whole or in part, that is referred to in clauses (i) through (xv), inclusive, of this Section, or of any Debt secured thereby; provided, however, that the principal amount of Debt secured thereby shall not exceed the greater of the principal amount of Debt so secured at the time of such extension, renewal, refinancing, refunding or replacement and the original principal amount of Debt so secured (plus in each case the aggregate amount of premiums, other payments, costs and expenses required to be paid or incurred in connection with such extension, renewal, refinancing, refunding or replacement); provided, further, however, that such extension, renewal, refinancing, refunding or replacement shall be limited to all or a part of the property (including improvements, alterations and repairs on such property) subject to the encumbrance so extended, renewed, refinanced, refunded or replaced (plus improvements, alterations and repairs on such property). Notwithstanding the foregoingforegoing provisions of this Section, the Partnership Company may, and may permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur, incur or suffer to exist without securing the Notes (a) any Permitted Lien, (b) any lien Lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness any Debt of the Partnership Company or any other PersonPerson (other than the Securities) that is not excepted by clauses (i) through (xvi), inclusive, of this Section without securing the Securities issued hereunder, provided that the aggregate principal amount of all Indebtedness Debt then outstanding secured by such lien Lien and all similar liens under this clause (b)Liens, together with all Attributable Indebtedness net sale proceeds from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1i) through (4iv), inclusive, of Section 5.2(a) hereof1007), 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. SECTION 1007.

Limitations on Liens. The Partnership shall Company will not, nor shall it and will 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 or thereafter acquiredNotes (together with, to secure any Indebtedness of if the Partnership or Company shall so determine, any other Person (Indebtedness or other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are obligation) 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 do not, however, apply to Indebtedness secured by Pxxxxxxxx Xxxxx. 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 secured 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 (including Indebtedness permitted to be secured under clause (i) under the definition of Permitted Liens but excluding Indebtedness permitted to be secured under clauses (ii) through (xiv) thereunder) and the aggregate amount of Attributable Indebtedness from deemed outstanding with respect to Sale-/Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses other than those in connection with which the Company has voluntarily retired any of the Notes, any Pari Passu Indebtedness or any Funded Indebtedness pursuant to clause (1c) through (4), inclusive, of Section 5.2(a) 1009 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, 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.

Limitations on Liens. The Partnership shall Guarantor will not, nor shall it and will 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 Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness Subsidiary of the Partnership Guarantor that owns or leases a Principal Property (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) without making effective provision whereby the Notes (together with, if the Guarantor shall so determine, any other Person (Indebtedness or other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are obligation) shall be secured equally and ratably withwith (or, or at the option of the Guarantor, prior to, such ) the Indebtedness so secured for so long as such Indebtedness is so secured. The foregoing restrictions do not, however, apply to Indebtedness secured by Permitted Liens. Notwithstanding the foregoing, the Partnership Guarantor 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 secured 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 Guarantor and its Subsidiaries that would otherwise be subject to the foregoing restrictions (including Indebtedness permitted to be secured under clause (i) under the definition of Permitted Liens but excluding Indebtedness permitted to be secured under clauses (ii) through (xiv) thereunder) and the aggregate amount of Attributable Indebtedness from deemed outstanding with respect to Sale-/Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses other than those in connection with which the Guarantor has voluntarily retired any of the Notes, any Pari Passu Indebtedness or any Funded Indebtedness pursuant to clause (1c) through (4), inclusive, of Section 5.2(a) 1009 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.

Limitations on Liens. The Partnership (a) With respect to each series of the Securities, the Company shall not, nor shall it permit any of its Subsidiaries to, create, assumeincur, incur or suffer permit to exist exist, any mortgageLien on any of their respective properties or assets, lienwhether now owned or hereafter acquired, security interest, pledge, charge or other encumbrance (“liens”) upon any Principal Property or upon any capital stock of any Restricted Subsidiaryincome or profits therefrom, whether owned on the date hereof or thereafter acquired, in order to secure any Indebtedness of the Partnership or any other Person (other than the Notes)Company, without in any effectively providing that such case making effective provisions whereby all series of the outstanding Notes are secured Securities shall be equally and ratably with, or prior to, secured until such Indebtedness so long time 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 no longer secured by such lien and all similar liens under this clause (b)Lien, together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2(a) hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon except: (i) Liens existing as of the closing date of the offering (or if Securities of such series are issued from time to time, the first offering) with respect to such series (the "Closing Date"); (ii) Liens granted after the Closing Date on any Principal Property that was not owned by assets or properties of the Partnership Company or any of its Subsidiaries on securing Indebtedness of the date hereof Company created in favor of the Holders of such series; (iii) Liens securing Indebtedness of the Company which is incurred to extend, renew or (ii) refinance Indebtedness which is secured by Liens permitted to be incurred under this Indenture; provided that such Liens do not extend to or cover any property or assets of the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by the Partnership Company or any of its Subsidiaries other than the property or assets securing the Indebtedness being refinanced and that the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness being refinanced; (iv) Liens on property, shares of stock or indebtedness of a corporation existing at the date hereoftime such corporation is merged into, in each case owned consolidated with or acquired by the Company or a Subsidiary or at the time of a sale, lease or other disposition of the Partnership properties of such corporation (or division thereof) as an “Excluded entirety or substantially as an entirety to the Company or a Subsidiary”; (v) Liens on property to secure all or part of the cost of acquisition, construction, development or improvement of such property, or to secure Indebtedness incurred to provide funds for any such purpose, provided that the commitment of the creditor to extend the credit secured by any such Lien shall have been obtained not later than 24 months after the later of (Aa) is notthe completion of the acquisition, and is not required to beconstruction, a Subsidiary Guarantor development or improvement of such property or (b) the placing in operation of such property or of such property as so constructed, developed or improved; and (Bvi) has not granted Liens created in substitution of or as replacements for any liens Liens permitted by the preceding clauses (i) through (v), provided that, based on a good faith determination of an officer of the Company, the property or asset encumbered under any of its property securing Indebtedness with recourse such substitute or replacement Lien is substantially similar in nature and value to the Partnership property or any Subsidiary of asset encumbered by the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryotherwise permitted Lien which is being replaced.

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries -------------------- Restricted Subsidiary to, createissue, assume, incur assume or suffer to exist guarantee any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) Debt secured by a Lien upon any Principal Property of the Company or of any Restricted Subsidiary or upon any capital shares of stock or Debt 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), Subsidiary 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 Company Obligations shall be secured equally and ratably withwith (or, or at the option of the Company, prior to) such Debt, such Indebtedness so long as such Indebtedness is Debt shall be 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 after giving effect thereto the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b)Debt so secured, together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4)Debt in respect of sale and leaseback transactions involving Principal Properties, inclusive, of Section 5.2(a) hereof), does would not exceed 10% of Consolidated Net Tangible Assets Assets. The foregoing restrictions shall not prevent, restrict or apply to Debt secured by: (c1) Liens on property, shares of stock or indebtedness of any lien corporation existing at the time such corporation becomes a Restricted Subsidiary, provided that any such Lien was in existence prior to the time such corporation became a Restricted Subsidiary and was not effected in contemplation of such corporation's becoming a Restricted Subsidiary; (2) Liens on any property (including shares of stock or Debt) existing at the time of acquisition thereof or securing the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time or within 180 days after, the acquisition of such property, shares of stock or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof; (3) Liens on any property to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property, or to secure Debt incurred prior to, at the time of or within 180 days after, the completion of such development, operation, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost; (4) Liens which secure Debt owing by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or any the Company to a Restricted Subsidiary; (5) Liens securing indebtedness of a corporation which becomes a successor of the Company in a transaction not otherwise prohibited by this Agreement, provided that any such Lien was in existence prior to the consummation of such transaction, was not effected in contemplation of such transaction and does not, upon (i) or after such consummation, extend to any Principal Property that was not owned held by the Partnership Company or a Restricted Subsidiary prior to such consummation except in compliance with the other provisions of this paragraph 6A; (6) Liens on property of the Company or a Restricted Subsidiary in favor of governmental authorities to secure partial, progress, advance or other payments or to secure any indebtedness incurred for the purpose of financing all or any part of its Subsidiaries on the date hereof purchase price or (ii) the capital stock cost of construction of the property subject to such Liens, or in favor of any Restricted Subsidiary trustee or mortgagee for the benefit of holders of indebtedness of any such entity incurred for any such purpose; and (7) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (1) to (6), inclusive, or of any Debt secured thereby, provided that owns no Principal Property that was owned by the Partnership such extension, renewal or replacement Lien shall be limited to all or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary part of the Partnership same property that secured the Lien extended, renewed or replaced (an “Excluded Subsidiary”plus any improvements on such property) and shall secure no larger amount of Debt than that (A) is notexisting at the time of such extension, 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 renewal or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryreplacement.

Limitations on Liens. The Partnership shall notBorrower may not Incur any Debt which is secured, directly or indirectly, with, nor shall it permit will the Borrower grant or cause or suffer to exist, a Lien on the Property of the Borrower now owned or hereafter acquired unless contemporaneous therewith or prior thereto the Obligations are equally and ratably secured thereof except for (a) any such Debt secured by Liens existing on the assets of any entity at the time such assets are acquired by the Borrower, whether by merger, consolidation, purchase of assets or otherwise; provided that such Liens (x) are not created, incurred or assumed in contemplation of such assets being acquired by the Borrower and (y) do not extend to any other Property of the Borrower; (b) Liens granted to secure any other Debt required by its terms to be equally and ratably secured as a result of the Incurrence of such Debt; (c) any pledge to lenders by the Borrower of the Capital Stock of any of its Subsidiaries to, create, assume, incur or suffer granted in good faith as part of such lenders= providing to exist any mortgage, lien, security such Subsidiary project financing for the construction of a Power Generation Facility in which such Subsidiary has a direct interest, pledge, charge or other encumbrance provided that such pledge is required in order to effect such project financing and is not materially more restrictive than pledges customarily accepted in substantially Non-Recourse project financing and all of the Debt Incurred as part of such project financing is Non-Recourse to the Borrower; (“liens”d) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned [intentionally omitted]; (e) Liens in existence on the date hereof of this Agreement or thereafter acquired, established pursuant to this Agreement; (f) purchase money Liens incurred to secure Debt incurred by the Borrower as permitted by subsection 7.2, which Debt finances the purchase price of Property acquired in the ordinary course of business, and which Liens will not cover any Indebtedness Property other than that being purchased, improved or constructed; (g) [intentionally omitted]; (h) Liens incurred in connection with Capitalized Lease Obligations incurred by the Borrower as permitted by subsection 7.2; (i) Liens in respect of extensions, renewals, refunding or Refinancing of any Debt secured by the Liens referred to in clauses (a), (b), (c), (d), (e), (f) or (h) above, provided that the Liens in connection with such renewal, extension, refunding or Refinancing shall be limited to all or part of the Partnership specific Property which was subject to the original Lien; (j) any Lien arising by reason of (A) any judgment, decree or order or any other Person (other than the Notes)court, 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 Lien is so secured. Notwithstanding being contested in good faith and is adequately bonded, and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired, (B) taxes not yet delinquent or which are being contested in good faith, (C) security for payment of worker's compensation or other insurance, (D) security for the performance of tenders, contracts (other than contracts for the payment of money) or leases, (E) deposits to secure public or statutory obligations, or to secure permitted contracts for the purchase or sale of any currency entered into in the ordinary course of business, (F) operation of law in favor of carriers, warehousemen, landlords, mechanics, materialmen, laborers, employees or suppliers, incurred in the ordinary course of business for sums which are not yet delinquent or which are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof, (G) easements, rights-of-way, zoning and similar covenants and restrictions and other similar encumbrances or title defects which, in the aggregate, are not material, 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 Borrower or (H) leases and subleases of property which do not interfere with the ordinary conduct of the business of the Borrower, and which are made on customary and usual terms applicable to similar properties; or (I) Liens in addition 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 (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 the obligations 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(a) hereof), Liens does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by in 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 Subsidiaryaggregate $1 million.

Limitations on Liens. The Partnership shall Company will not, nor shall it and will 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 or thereafter acquiredNotes (together with, to secure any Indebtedness of if the Partnership or Company shall so determine, any other Person (Indebtedness or other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are obligation) 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 do 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 secured 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 (including Indebtedness permitted to be secured under clause (i) under the definition of Permitted Liens but excluding Indebtedness permitted to be secured under clauses (ii) through (x) thereunder) and the aggregate amount of Attributable Indebtedness from deemed outstanding with respect to Sale-/Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses other than those in connection with which the Company has voluntarily retired any of the Notes, any Pari Passu Indebtedness or any Funded Indebtedness pursuant to clause (1c) through (4), inclusive, of Section 5.2(a) hereof1009 captioned "Limitation on Sale/Leaseback Transactions"), does not at any one time exceed 10% 15 percent 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, 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.

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, createissue, assume, incur guarantee or suffer to exist any Indebtedness secured by any mortgage, lien, security interest, pledge, charge lien or other encumbrance of any nature (“herein collectively referred to as a "lien" or "liens”") upon any Principal Property property of the Company or upon any capital Restricted Subsidiary, or on any shares of 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 effectively providing that the Notes (together with, if the Company shall so determine, any other Indebtedness of the outstanding Notes are Company or such Restricted Subsidiary ranking pari passu with the Notes) shall be secured equally and ratably withwith such Indebtedness, except that the foregoing restrictions shall not apply to: (i) liens existing on December 31, 1998; (ii) pledges, guarantees and deposits under workers' compensation laws, unemployment insurance laws or prior tosimilar legislation, good faith deposits under bids, tenders or contracts, deposits to secure public or statutory obligations or appeal or similar bonds, and liens created by special assessment districts used to finance infrastructure improvements; (iii) liens existing on property or assets of any entity on the date on which it becomes a Restricted Subsidiary, which secured Indebtedness is not Incurred in contemplation of such entity becoming a Restricted Subsidiary; (iv) liens on or leases of model home units; (v) Capitalized Lease Obligations entered into in the ordinary course of business in amounts not in excess of $10,000,000 in the aggregate; (vi) the replacement of any of the items set forth in clauses (i) through (v) above, provided that (A) the principal amount of the Indebtedness so long secured by liens shall not be increased, (B) such Indebtedness, determined as of the date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced, (C) the maturity of such Indebtedness is so secured. Notwithstanding not earlier than that of the foregoing, the Partnership mayIndebtedness to be refinanced, and may permit (D) the liens shall be limited to the property or part thereof which secured the lien so replaced or property substituted therefor as a result of the destruction, condemnation or damage of such property; (vii) liens on property acquired, constructed or improved by the Company or any Restricted Subsidiary, which liens are either existing at the time of such acquisition or at the time of completion of construction or improvement or created within 120 days after such acquisition, completion or improvement, to secure Indebtedness Incurred or assumed to finance all or part of such property, including any increase in the principal amount of such Indebtedness and any extension of the repayment schedule and maturity of such Indebtedness Incurred or entered into in the ordinary course of business; (viii) liens or priorities incurred in the ordinary course of business, such as laborers', employees', carriers', mechanics', vendors' and landlords' liens or priorities; (ix) liens for certain taxes and certain survey and title exceptions; (x) liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceeding for review and with respect to which it has secured a stay of execution pending such appeal or proceeding for review; (xi) liens on property owned by any Homebuilding Joint Venture; (xii) liens securing a Warehouse Facility, provided that such liens shall not extend to any assets other than the mortgages, promissory notes and other collateral that secures mortgage loans made by the Company or any of its Subsidiaries toRestricted Subsidiaries; and (xiii) liens which would otherwise be subject to the foregoing restrictions which, create, assume, incur, or suffer when the Indebtedness relating to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary those liens is added to secure all other then outstanding Indebtedness of the Partnership or any other Person, provided that Company and the aggregate principal amount of all Indebtedness then outstanding Restricted Subsidiaries secured by such lien liens and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by not listed in clauses (1i) through (4), inclusive, of Section 5.2(axii) hereof)above, 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$50,000,000.

Limitations on Liens. The Partnership Guarantor shall not, nor and shall it not permit any of its Subsidiaries to, create, assume, incur Incur or suffer to exist any mortgage, lien, security interest, pledge, charge Lien on property or other encumbrance (“liens”) upon any Principal Property assets now owned or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, hereafter acquired to secure Indebtedness without making, or causing such Subsidiary to make, effective provision for securing the Guarantor Obligations (and, if the Guarantor shall so determine, any other Indebtedness of the Partnership Guarantor which is not subordinate to the Guarantor Obligations or any other Person (other than the Notes), without in any of such case making effective provisions whereby all of the outstanding Notes are secured Subsidiary) equally and ratably with, or prior to, with such Indebtedness as to such property or assets for so long as such Indebtedness is shall be so secured. Notwithstanding The foregoing restrictions will not apply to Liens in respect of Indebtedness existing at the date of the Indenture or to; (i) Liens on any property existing at the time of acquisition thereof, (ii) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary; (iii) Liens on property of the Guarantor or any Subsidiary in favor of the United States of America, any state thereof, or any instrumentality of either to secure certain payments pursuant to any contract or statute; (iv) Liens to secure Indebtedness Incurred for the purpose of financing all or any part of the purchase price or the cost of construction or improvement of the property subject to such Liens, and securing only the property so purchased, constructed or improved; (v) Liens for taxes or assessments or other governmental charges or levies, Liens imposed by law, such as mechanics' and materialmen's Liens, for sums not due or sums being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by generally accepted accounting principles and Liens securing reimbursement obligations with respect to trade letters of credit, banker's acceptances and sight drafts incurred in the ordinary course of business which encumber documents and other property relating to such trade letters of credit, banker's acceptances and sight drafts; (vi) Liens to secure obligations under worker's compensation laws or similar legislation, including Liens with respect to judgments which are not currently dischargeable; (vii) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Guarantor or any Subsidiary with respect to which the Guarantor or such Subsidiary is in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable judgment Liens which are satisfied within 15 days of the date of judgment; or Liens incurred by the Guarantor or any Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Guarantor or such Subsidiary is a party; and (viii) Liens to secure any extension, renewal or refinancing (or successive extensions, renewals or refinancings), in whole or in part, of any Indebtedness secured by Liens referred to in the foregoing clauses (i) to (vii) so long as such Liens do not extend to any other property and the Indebtedness so secured is not increased. In addition to the foregoing, the Partnership mayGuarantor or any Subsidiary may Incur a Lien to secure Indebtedness or enter into a Sale and Leaseback Transaction, without equally and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without ratably securing the Notes Guarantor Obligations, if the sum of (a) any Permitted Lienthe amount of Indebtedness subject to a Lien entered into after the date of the Indenture and otherwise prohibited by the Indenture, and (b) any lien upon any Principal Property or capital stock the Attributable Value 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 Sale and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1entered into under Section 4.6(i) through (4), inclusive, of Section 5.2(a) hereof), does not exceed 10% five percent 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 at the time 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 Subsidiarydetermination.

Limitations on Liens. The Partnership shall not(a) So long as any Securities remain outstanding, neither the Issuers nor shall it any Guarantor will directly or indirectly, Incur, and will not permit any of its their respective Subsidiaries to, createdirectly or indirectly, assume, incur or suffer to exist Incur any Indebtedness secured by a mortgage, lien, security interest, pledge, lien, charge or other encumbrance (“mortgages, security interests, pledges, liens”, charges and other encumbrances being hereinafter in this Article 4 referred to as "mortgage" or "mortgages") upon any Principal Property property or assets (including Capital Stock) of the Issuers, any Guarantor or any of their respective Subsidiaries or upon any capital shares of stock or Indebtedness of any Restricted Subsidiaryof their respective Subsidiaries 32 25 (whether such property, whether owned on the date hereof assets, shares of stock or thereafter Indebtedness are now existing or owed or 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 Incurrence of any such secured Indebtedness, or the outstanding Notes are grant of a mortgage with respect to any such Indebtedness to be so secured, that the Securities or, in respect of mortgages on any Guarantor's property or assets, any Guarantee of such Guarantor (together with, if the Issuers shall so determine, any other Indebtedness of or Guarantee by the Issuers, any Guarantor or any of their respective Subsidiaries ranking equally with the Securities or the Guarantees) shall be secured equally and ratably withwith (or, or at the Issuers' option, prior to, ) such Indebtedness so long as such Indebtedness is to be so secured. Notwithstanding the foregoing; 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(a) hereof), does foregoing restrictions shall 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.apply to:

Limitations on Liens. The Partnership (a)Other than as expressly permitted by the Transaction Documents, Tower Operator agrees that, during the Term, it shall notnot directly or indirectly, nor without the written consent of the applicable AT&T Lessor, which consent shall not be unreasonably conditioned, withheld or delayed, incur, grant or permit to exist (and shall cause its Affiliates, contractors and their subcontractors, and shall use commercially reasonable efforts to cause Tower Subtenants and their contractors and subcontractors, not to incur, grant or permit to exist) any Liens against any Site or any part of any Site (other than Tower Operator Permitted Liens). If any such Lien created or permitted by Tower Operator (other than Tower Operator Permitted Liens) is filed against all or any part of any Site without the applicable AT&T Lessor’s or AT&T Ground Lease Party’s prior written consent, or any Lien described in clauses (i), (ii) or (viii) of the definition of “Tower Operator Permitted Lien” ceases to be a Tower Operator Permitted Lien by reason of the commencement of a foreclosure, distraint, sale or similar proceeding, Tower Operator shall be required to cause such Lien to be discharged by payment, satisfaction or posting of bond within 30 days after Tower Operator has obtained knowledge of such Lien (and in any event prior to any loss or forfeiture) except as expressly permitted in connection with a contest of such Lien in accordance with Section 14(b). If Tower Operator fails to cause any Lien not being contested as provided in Section 14(b) (other than Tower Operator Permitted Liens) to be discharged within the permitted time and a Risk of Forfeiture exists as a result of such Lien, the applicable AT&T Lessor or AT&T Ground Lease Party may cause it to be discharged and may pay the amount of such Lien in order to do so, and shall be reimbursed therefor by Tower Operator within 10 days after such payment. For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement, nothing herein shall in any way affect or impair (i) Tower Operator’s ability to incur, grant or permit any of its Subsidiaries to, create, assume, incur or suffer to exist any mortgageLiens on any revenue, lienrents, security interest, pledge, charge issues or other encumbrance profits derived from the Sites (“liens”including under or pursuant to any Collocation Agreements) 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(a) 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 ability of any Restricted Subsidiary that owns no Principal Property that was owned by parent company of Tower Operator to pledge any equity interests in Tower Operator. (b)To the Partnership or extent not prohibited under any of its Subsidiaries on the date hereofapplicable Ground Lease, Tower Operator may, at Tower Operator’s sole cost and expense, in each case owned by a Subsidiary its own name and on its own behalf or in the name of and on behalf of the Partnership applicable AT&T Lessor, diligently and in good faith, contest any claim of Lien and, in the event of any such contest, may permit such claim of Lien so contested to remain unpaid, unsatisfied and undischarged during the period of such contest and any appeal from such contest; provided, however, that if a Risk of Forfeiture exists by virtue of or by reason of such claim of Lien, such claim shall be complied with as promptly as practicable, but in any event prior to any loss or forfeiture. Each AT&T Lessor, at the sole cost and expense of Tower Operator, shall use commercially reasonable efforts to cooperate fully with Tower Operator in any such contest. (an “Excluded Subsidiary”c)Any Secured Tower Operator Loan (including any Mortgage executed in connection therewith) shall be subject to each and every term, covenant, condition, agreement, requirement, restriction and provision set forth in this Agreement. Tower Operator shall notify AT&T Lessors in writing promptly following the satisfaction, repayment or termination of any Secured Tower Operator Loan 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 been afforded the Partnership or any Subsidiary of the Partnership other than such Excluded Subsidiary or any other Excluded Subsidiaryprotections set forth in Section 21. SECTION 15.

Limitations on Liens. The Partnership shall notCreate, nor shall it permit incur, assume or suffer to exist, any Lien on or with respect to any of its Subsidiaries to, create, assume, incur assets or suffer to exist any mortgage, lien, security interest, pledge, charge properties (including without limitation shares of capital stock or other encumbrance (“liens”) upon any Principal Property ownership interests), real or upon any capital stock of any Restricted Subsidiarypersonal, 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) Liens for taxes, assessments and other governmental charges or levies (excluding any Permitted LienLien imposed pursuant to any of the provisions of ERISA or Environmental Laws) not yet due or as to which the period of grace, if any, related thereto has not expired or which are 41 <PAGE> 42being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; (b) any lien upon any Principal Property the claims of materialmen, mechanics, carriers, warehousemen, processors or capital stock landlords for labor, materials, supplies or rentals incurred in the ordinary course of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Personbusiness, 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(a) hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was which are not owned by the Partnership or any overdue for a period of its Subsidiaries on the date hereof more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings; (c) Liens consisting of deposits or pledges made in the capital stock ordinary course of business in connection with, or to secure payment of, obligations under workers' compensation, unemployment insurance or similar legislation or obligations under customer service contracts; (d) Liens constituting encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which do not, in any case, materially detract from the value of such property or materially impair the use thereof in the ordinary conduct of business; (e) Liens of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (f) Liens incurred in the ordinary course of business securing Debt of the Credit Parties permitted under Section 11.1 not to exceed $75,000,000 in the aggregate outstanding in addition to Liens existing on the Closing Date; (g) Liens existing on any property or asset prior to the acquisition thereof by the Credit Parties or any Subsidiary or existing on any property or asset of any Restricted Person that becomes a Subsidiary that owns no Principal Property that was owned by or is merged with or into the Partnership Credit Parties or any of its Subsidiaries Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary or is so merged; (h) Liens in existence on the date hereofClosing Date and described on Schedule 11.3; (i) Liens securing Debt incurred in connection with Capitalized Leases and purchase money Debt permitted under Section 11.1(e); provided that (i) such Liens shall be created substantially simultaneously with the acquisition of the related asset, (ii) such Liens do not at any time encumber any property other than the property financed by such Debt, (iii) the amount of Debt secured thereby is not increased and (iv) the principal amount of Debt secured by any such Lien shall at no time exceed one hundred percent (100%) of the original purchase price of such property at the time it was acquired; (j) Liens incurred to secure appeal bonds and judgment and attachment Liens in respect of judgments or orders that do not constitute an Event of Default under Section 12.1(m); (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies, in each case owned as to deposit accounts or other funds maintained with a creditor depository institution; (l) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (m) Liens arising in the ordinary course of business that do not secure monetary obligations; (n) Liens arising by the terms of letters of credit entered into in the ordinary course of business to secure reimbursement obligations thereunder; (o) Liens securing Debt or other obligations between the Credit Parties and a Subsidiary or between Subsidiaries or Credit Parties; 42 <PAGE> 43 (p) Liens granted to any bank or other institution securing the payments to be made to such bank or other institution by the Credit Parties or a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is notCredit Parties pursuant to any Hedging Agreement; provided that, and is not required to besuch agreements are entered into in, a Subsidiary Guarantor and (B) has not granted any liens on any or are incidental to, 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 Subsidiary.business; and

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, createissue, assume, incur guarantee or suffer to exist any Indebtedness secured by any mortgage, lien, security interest, pledge, charge lien or other encumbrance of any nature (“herein collectively referred to as a "lien" or "liens”") upon any Principal Property property of the Company or upon any capital Restricted Subsidiary, or on any shares of 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 effectively providing that the Notes (together with, if the Company shall so determine, any other Indebtedness of the outstanding Notes are Company or such Restricted Subsidiary ranking pari passu with the Notes) shall be secured equally and ratably withwith such Indebtedness, except that the foregoing restrictions shall not apply to: (i) liens existing on June 30, 2000; (ii) pledges, guarantees and deposits under workers' compensation laws, unemployment insurance laws or prior tosimilar legislation, good faith deposits under bids, tenders or contracts, deposits to secure public or statutory obligations or appeal or similar bonds, and liens created by special assessment districts used to finance infrastructure improvements; (iii) liens existing on property or assets of any entity on the date on which it becomes a Restricted Subsidiary, which secured Indebtedness is not Incurred in contemplation of such entity becoming a Restricted Subsidiary; (iv) liens on or leases of model home units; (v) Capitalized Lease Obligations entered into in the ordinary course of business in amounts not in excess of $10,000,000 outstanding in the aggregate at any one time; (vi) the replacement of any of the items set forth in clauses (i) through (v) above, provided that (A) the principal amount of the Indebtedness so long secured by liens shall not be increased, (B) such Indebtedness, determined as of the date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced, (C) the maturity of such Indebtedness is so secured. Notwithstanding not earlier than that of the foregoing, the Partnership mayIndebtedness to be refinanced, and may permit (D) the liens shall be limited to the property or part thereof which secured the lien so replaced or property substituted therefor as a result of the destruction, condemnation or damage of such property; (vii) liens on property acquired, constructed or improved by the Company or any Restricted Subsidiary, which liens are either existing at the time of such acquisition or at the time of completion of construction or improvement or created within 120 days after such acquisition, completion or improvement, to secure Indebtedness Incurred or assumed to finance all or part of such property, including any increase in the principal amount of such Indebtedness and any extension of the repayment schedule and maturity of such Indebtedness Incurred or entered into in the ordinary course of business; (viii) liens or priorities incurred in the ordinary course of business, such as laborers', employees', carriers', mechanics', vendors' and landlords' liens or priorities; (ix) liens for certain taxes and certain survey and title exceptions; (x) liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceeding for review and with respect to which it has secured a stay of execution pending such appeal or proceeding for review; (xi) liens on property owned by any Homebuilding Joint Venture; (xii) liens securing a Warehouse Facility, provided that such liens shall not extend to any assets other than the mortgages, promissory notes and other collateral that secures mortgage loans made by the Company or any of its Subsidiaries toRestricted Subsidiaries; and (xiii) liens which would otherwise be subject to the foregoing restrictions which, create, assume, incur, or suffer when the Indebtedness relating to exist without securing the Notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary those liens is added to secure all other then outstanding Indebtedness of the Partnership or any other Person, provided that Company and the aggregate principal amount of all Indebtedness then outstanding Restricted Subsidiaries secured by such lien liens and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by not listed in clauses (1i) through (4), inclusive, of Section 5.2(axii) hereof)above, 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$50,000,000.

Limitations on Liens. The Partnership shall not(a) Neither the Company nor any Subsidiary Guarantor will, nor shall it will they permit any of its their Subsidiaries to, (excluding Foreign Subsidiaries) to create, assumeincur, incur or suffer permit to exist exist, any mortgage, lien, security interest, pledge, charge or other encumbrance (“liens”) upon Lien on any Principal Property or upon any capital stock of any Restricted Subsidiarytheir respective assets, whether now owned on the date hereof or thereafter hereafter acquired, in order to secure any Indebtedness of either of the Partnership Company or any other Person (other than the Notes)Subsidiary Guarantor, without in any such case making effective provisions whereby all of effectively providing that the outstanding Notes are secured Securities shall be equally and ratably with, or prior to, secured until such time as such Indebtedness is no longer secured by such Lien, except: (i) Liens securing Indebtedness arising under the Credit Agreement so long as such Liens also secure the Securities, equally and ratably; (ii) Liens on cash and cash equivalents securing obligations in respect of letters of credit in accordance with the terms of the Credit Agreement; (iii) Liens existing as of the Issue Date; (iv) Liens existing on the Issue Date or granted after the Issue Date on any assets of the Company or any Subsidiary Guarantor or any of their Subsidiaries securing Indebtedness of the Company or any Subsidiary created in favor of the Holders of the Securities; (v) Liens securing Indebtedness of the Company or any Subsidiary Guarantor which is so securedincurred to extend, renew or refinance Indebtedness which is secured by Liens permitted to be incurred under this Indenture; provided that such Liens do not extend to or cover any assets of the Company or any Subsidiary other than the assets securing the Indebtedness being extended, renewed or refinanced and that the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness being extended, renewed or refinanced at the time of such extension, renewal or replacement, or at the time the Lien was issued, created or assumed or otherwise permitted; (vi) Permitted Liens; and (vii) Liens created in substitution of or as replacements for any Liens permitted by the preceding clauses (i) through (vi) or this clause (vii), provided that, based on a good faith determination of an officer of the Company, the asset encumbered under any such substitute or replacement Lien is substantially similar in nature to the asset encumbered by the otherwise permitted Lien which is being replaced. (b) Notwithstanding the foregoingforegoing and Section 4.3, the Partnership Company and any Subsidiary may, and may permit without securing any of its Subsidiaries tothe Securities, create, assume, incur, incur or suffer permit to exist without securing Liens which would otherwise be subject to the Notes (a) any Permitted Lienrestrictions set forth in the preceding paragraph, (b) any lien upon any Principal Property or capital stock if after giving effect thereto and at the time of a Restricted Subsidiary to secure Indebtedness of the Partnership or any other Persondetermination, 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(a) hereof), Exempted Debt does not exceed 10the greater of (x) $100 million and (y) 15% 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. 12 18 SECTION 4.3.

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries (other than any Unrestricted Subsidiary) to, create, assumeincur, incur assume or suffer to exist any mortgageLiens securing Indebtedness, 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 Lien, Liens which may be granted to secure the 1997 Notes; (b) Liens securing Senior Indebtedness or Indebtedness that is incurred pursuant to clause (i) of Section 4.12(b); (c) --------------- Liens securing Indebtedness that is incurred in accordance with this Indenture and that is pari passu with the 1997 Notes; provided that the 1997 Notes are ---- ----- -------- secured on an equal and ratable basis to such Liens; (d) Liens securing Indebtedness incurred in accordance with this Indenture and that is subordinated to the 1997 Notes; provided that the 1997 Notes are secured by Liens ranking -------- prior to such Liens; (e) Liens in respect of Refinancing Indebtedness; provided -------- that the terms of such Liens in respect of such Refinancing Indebtedness are not less favorable to the Holders than terms of the Liens securing the Existing Debt being Refinanced and do not extend to or cover any lien upon property or assets of the Company or of any Principal Property of the Subsidiaries not securing such Existing Debt; (f) Liens in respect of Acquired Indebtedness permitted to be incurred in accordance with this Indenture; provided that such Liens in respect of such Acquired -------- Indebtedness do not extend to or capital stock cover any property or assets of a Restricted the Company or any Subsidiary other than the property or assets that secured the Acquired Indebtedness prior to secure the time such Indebtedness became Acquired Indebtedness 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(a) 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.such

Limitations on Liens. The Partnership shall For the benefit of the Securities, the Guarantor 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 the Guarantor 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 Securities (together with, if the Guarantor shall so determine, any other indebtedness of the outstanding Notes are Guarantor or such Manufacturing Subsidiary ranking equally with the Guarantees and then existing or thereafter created) shall be secured equally and ratably withwith such secured 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 the Guarantor 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(a) 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 the Guarantor 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 the Guarantor. 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 existing at the Partnership or any of its Subsidiaries on the date hereof or time such corporation becomes a Manufacturing Subsidiary; (ii) Mortgages on property existing at the capital stock time of acquisition of such property by the Guarantor or a Manufacturing Subsidiary, or Mortgages to secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by the Guarantor or a Manufacturing Subsidiary or to secure any Debt incurred prior to, at the time of, or within 180 days after, the later of the date of acquisition of such property and the date such property is placed in service, for the purpose of financing all or any part of the purchase price thereof, or Mortgages to secure any Debt incurred for the purpose of financing the cost to the Guarantor or a Manufacturing Subsidiary of improvements to such acquired property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to the Guarantor or to another Subsidiary; (iv) Mortgages on property of a corporation existing at the time such corporation is merged or consolidated with the Guarantor or a Manufacturing Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Guarantor or a Manufacturing Subsidiary; (v) Mortgages on property of the Guarantor 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).

Limitations on Liens. The Partnership shall notExcept as provided below, neither the Company nor shall it permit any Subsidiary of its Subsidiaries tothe Company may incur, createissue, assumeassume or guarantee any Indebtedness secured by a Lien on any property or assets of the Company or any Subsidiary of the Company, 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 shares of Capital Stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness Subsidiary of the Partnership or Company, without effectively providing that the Securities of any series (together with, if the Company shall so determine, any other Person (other than Indebtedness which is not subordinated to the Notes), without in Securities of any such case making effective provisions whereby all of the outstanding Notes are series) shall be secured equally and ratably with, with (or prior to) such Indebtedness, such Indebtedness so long as such Indebtedness is shall be so secured. Notwithstanding the foregoing; provided, the Partnership mayhowever, and may permit any of its Subsidiaries to, create, assume, incur, or suffer that this covenant shall not apply 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(a) 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 Liens existing on the date hereof or of the Indenture; (ii) Liens on property or assets of, or on any shares of stock of, any entity existing at 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 time such entity becomes a Subsidiary of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, Company or merges into or consolidates with the Company or a Subsidiary Guarantor and of the Company; (Biii) has not granted Liens on property or assets or on shares of stock existing at the time of acquisition thereof by the Company or any liens on any Subsidiary -66- 74 of its property securing Indebtedness with recourse the Company (including acquisition through acquisition or merger or consolidation or by a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Partnership Company or a Subsidiary); (iv) Liens to secure the financing of the acquisition, construction or improvement of property, or the acquisition of shares of stock by the Company or any Subsidiary of the Partnership Company, provided, that such Liens cover only the property or shares so acquired, constructed or improved and are created not later than one year after such acquisition or, in the case of property, not later than one year after completion of construction, improvement or commencement of commercial operation, whichever is later; (v) Liens in favor of the Company or any Subsidiary of the Company; (vi) Liens in favor of, or required by, governmental authorities; (vii) Liens in favor of the Trustee for the benefit of the Holders of the Securities; (viii) Liens securing Indebtedness in an aggregate principal amount not in excess of 10% of the Company's Total Capitalization; and (ix) any extension, renewal or replacement as a whole or in part, of any Lien referred to in the foregoing clauses (i) to (viii) inclusive; provided, however, that (a) such extension, renewal or replacement Lien shall be limited to the same property, assets or shares of stock that secured the Lien extended, renewed or replaced and (b) in the case of clauses (i), (ii), (iii) and (iv), the Indebtedness secured by such Lien at such time is not so increased (other than an increase in such Indebtedness equal to the amount of any premium required to be paid in connection with, or reasonably determined by the Company to be necessary to accomplish, any extension, renewal or replacement of such Indebtedness and the expenses of the Company and its Subsidiaries incurred in any such extension, renewal or replacement of such Indebtedness) and in the case of clause (viii), any increases shall be subject to the limit contained therein (the Liens permitted by clauses (i) through (ix) being referred to, collectively, as the "Excluded Subsidiary or any other Excluded SubsidiaryLiens").

Limitations on Liens. The Partnership Company shall not, nor and shall it not permit any of its Subsidiaries to, create, assume, incur Incur or suffer to exist any mortgage, lien, security interest, pledge, charge Lien on property or other encumbrance (“liens”) upon any Principal Property assets now owned or upon any capital stock of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, hereafter acquired to secure Indebtedness without making, or causing such Subsidiary to make, effective provision for securing the Securities (and, if the Company shall so determine, any other Indebtedness of the Partnership Company which is not subordinate to the Securities or any other Person (other than the Notes), without in any of such case making effective provisions whereby all of the outstanding Notes are secured Subsidiary) equally and ratably with, or prior to, with such Indebtedness as to such property or assets for so long as such Indebtedness is shall be so secured. Notwithstanding The foregoing restrictions will not apply to Liens in respect of Indebtedness existing at the foregoingdate of the Indenture or to: (i) Liens on property existing at the time of acquisition thereof; (ii) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary; (iii) Liens on property of the Company or any Subsidiary in favor of the United States of America, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incurstate thereof, or suffer any instrumentality of either to exist without securing the Notes secure certain payments pursuant to any contract or statue; (aiv) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary Liens to secure Indebtedness Incurred for the purpose of financing all or any part of the Partnership purchase price or the cost of construction or improvement of the property subject to such Liens, and securing only the property so purchased, constructed or improved; (v) Liens for taxes or assessments or other governmental charges or levies, Liens imposed by law, such as mechanics' and materialmen's Liens, for sums not due or sums being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by generally accepted accounting principles and Liens securing reimbursement obligations with respect to trade letters of credit, banker's acceptances and sight drafts incurred in the ordinary course of business which encumber documents and other property relating to such trade letters of credit, banker's acceptances and sight drafts; (vi) Liens to secure obligations under worker's compensation laws or similar legislation, including Liens with respect to judgments which are not currently dischargeable; (vii) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary is in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable judgment Liens which are satisfied within 15 days of the date of judgment; or Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other Personproceeding to which the Company or such Subsidiary is a party; and (viii) Liens to secure any extension, provided that the aggregate principal amount renewal or refinancing (or successive extensions, renewals or refinancings), in whole or in part, 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 permitted by Liens referred to in the foregoing clauses (1) through (4), inclusive, of Section 5.2(a) hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) to (vii) so long as such Liens do not extend to any Principal Property that was not owned by other property and 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 Indebtedness so secured 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 Subsidiaryincreased.

Limitations on Liens. The Partnership For the benefit of the Securities, the Corporation shall not, nor shall 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 the Corporation or of any Manufacturing Subsidiary or upon any capital shares of stock or indebtedness of any Restricted SubsidiaryManufacturing Subsidiary (whether such 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 Securities (together with, if the Corporation shall so determine, any other indebtedness of the outstanding Notes are Corporation or such Manufacturing Subsidiary ranking equally with the Securities 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 (i) all Attributable Indebtedness from Sale-Leaseback Transactions other Debt of the Corporation 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)v) of the immediately following paragraph and not including Permitted Receivables Financings, inclusive, and (ii) all Attributable Debt of Section 5.2(a) hereof)the Corporation and its Manufacturing Subsidiaries in respect of sale and lease-back transactions, does not at the time exceed 1015% of Consolidated Net Tangible Assets or (c) any lien upon as shown on the audited consolidated financial statements for the most recently completed fiscal year. The above restrictions shall not apply to: (i) Mortgages on property, shares of stock or indebtedness of any Principal Property that was not owned by entity existing at the Partnership time (a) such entity becomes a Manufacturing Subsidiary or any (b) of its Subsidiaries on a sale, lease or other disposition of all or substantially all of the date hereof properties of the entity to the Corporation or a Manufacturing Subsidiary; (ii) Mortgages on property existing at the capital stock time of acquisition of such property by the Corporation or a Manufacturing Subsidiary, or Mortgages to secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by the Corporation or a Manufacturing Subsidiary or to secure any Debt incurred prior to, at the time of, or within 180 days after, the later of the date of acquisition of such property and the date such property is placed in service, for the purpose of financing all or any part of the purchase price thereof, or Mortgages to secure any Debt incurred for the purpose of financing the cost to the Corporation or a Manufacturing Subsidiary of improvements to such acquired property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to the Corporation or to another Subsidiary; (iv) Mortgages on property of the Corporation 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 other country, or any political subdivision thereof, in connection with financing arrangements between the Corporation or a Manufacturing Subsidiary and any of the foregoing governmental bodies or agencies, to the extent that owns no Principal Property that was owned Mortgages are required by the Partnership governmental programs under which those financing arrangements are made, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary 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 than property subject to such Excluded Subsidiary Mortgages or (v) any other Excluded Subsidiaryextension, 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 the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or a part of the property that secured the Mortgage so extended, renewed or replaced (plus improvements on such property).

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, createissue, assume, incur guarantee or suffer to exist any Indebtedness secured by any mortgage, lien, security interest, pledge, charge lien or other encumbrance of any nature (“herein collectively referred to as a "lien" or "liens”") upon any Principal Property property of the Company or upon any capital Restricted Subsidiary, or on any shares of 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 effectively providing that the Notes (together with, if the Company shall so determine, any other Indebtedness of the outstanding Notes are Company or such Restricted Subsidiary ranking pari passu with the Notes) shall be secured equally and ratably withwith such Indebtedness, except that the foregoing restrictions shall not apply to: (i) liens existing on December 31, 2001; (ii) pledges, guarantees and deposits under workers' compensation laws, unemployment insurance laws or prior tosimilar legislation, such Indebtedness so long as such good faith deposits under bids, tenders or contracts, deposits to secure public or statutory obligations or appeal or similar bonds, and liens created by special assessment districts used to finance infrastructure improvements; (iii) liens existing on property or assets of any entity on the date on which it becomes a Restricted Subsidiary, which secured Indebtedness is so secured. Notwithstanding not Incurred in contemplation of such entity becoming a Restricted Subsidiary; (iv) liens on or leases of model home units; (v) Capitalized Lease Obligations entered into in the foregoing, ordinary course of business in amounts not in excess of $10,000,000 outstanding in the Partnership may, and may permit aggregate at any one time; (vi) the replacement of 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 items set forth in clauses (1i) through (4)v) above, inclusive, of Section 5.2(a) 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”) provided that (A) is notthe principal amount of the Indebtedness secured by liens shall not be increased, and is not required to be, a Subsidiary Guarantor and (B) such Indebtedness, determined as of the date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced, (C) the maturity of such Indebtedness is not granted any earlier than that of the Indebtedness to be refinanced, and (D) the liens shall be limited to the property or part thereof which secured the lien so replaced or property substituted therefor as a result of the destruction, condemnation or damage of such property; (vii) liens on any of its property securing Indebtedness with recourse to acquired, constructed or improved by the Partnership Company or any Subsidiary Restricted Subsidiary, which liens are either existing at the time of such acquisition or at the time of completion of construction or improvement or created within 120 days after such acquisition, completion or improvement, to secure Indebtedness Incurred or assumed to finance all or part of such property, including any increase in the principal amount of such Indebtedness and any extension of the Partnership other than repayment schedule and maturity of such Excluded Subsidiary Indebtedness Incurred or any other Excluded Subsidiary.entered into in the ordinary course of

Limitations on Liens. The Partnership No Borrower shall, and no Borrower shall not, nor shall it 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”) Lien upon any Principal Property or upon any capital of its assets (including, without limitation, the stock of any Restricted SubsidiarySubsidiary incorporated outside of the United States and not pledged to Lenders) or to give a negative pledge to any Person with respect to any of its assets, whether owned except for (a) the Lenders' Liens; (b) the Permitted Encumbrances; (c) with respect to equipment or inventory, (i) landlord's Liens arising in the ordinary course of any Borrower's business and (ii) Liens on equipment or supplies hereafter acquired by any Borrower in the date hereof or thereafter acquired, ordinary course of such Borrower's business to secure the purchase price of such equipment or supplies and any Indebtedness such Lien existing on such equipment or supplies at the time of the Partnership or acquisition by such Borrower (individually, a "Purchase Money Lien"), provided that (1) no Purchase Money Lien shall cover any other Person (property other than the Notes)equipment or supplies so acquired, without in any and (2) the Debt secured by such case making effective provisions whereby all Purchase Money Lien shall not exceed one hundred percent (100%) of the outstanding Notes are secured equally purchase price of such equipment or supplies; (d) Liens on the Collateral to secure obligations under Interest and ratably withForeign Exchange Hedge Agreements, or prior to, such Indebtedness so long as the provider of any such Indebtedness Interest and Foreign Exchange Hedge Agreement is so secured. Notwithstanding a Lender and such Liens are evidenced by the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without Security Documents securing the Notes Credit Facilities; (ae) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary Liens to secure Indebtedness of the Partnership or any other Personpermitted Excluded Subsidiary Debt, 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(a) hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) no such Lien shall cover any Principal Property that was not owned by the Partnership property other than property purchased or any refinanced with proceeds of its Subsidiaries on the date hereof or permitted Excluded Subsidiary Debt, and (ii) the capital stock Excluded Subsidiary Debt secured by such Lien shall not exceed one hundred percent (100%) of the purchase price of such property; (f) the six percent (6%) net profits interest granted by AMRESCO New Hampshire, Inc. to Hellxx Xxxancial, Inc. pursuant to Section 3.6 of that certain Term Loan Agreement, dated as of December 31, 1993, among AMRESCO New Hampshire, Inc., AMRESCO Holdings, Inc. and Hellxx Xxxancial, Inc.; (g) Liens involuntarily filed against any asset of any Restricted Borrower or Subsidiary, provided, that within fifteen (15) days after such filing, the applicable Borrower or Subsidiary that owns no Principal Property that was owned by has obtained a release of any such Lien or is contesting the Partnership or filing of such Lien in good faith and an adequate bond has been obtained to satisfy in full any of its Subsidiaries on claim which such Lien secures; (h) Liens securing 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.Investment Line

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, createissue, assume, incur guarantee or suffer to exist any Indebtedness secured by any mortgage, lien, security interest, pledge, charge lien or other encumbrance of any nature (“herein collectively referred to as a "lien" or "liens”") upon any Principal Property property of the Company or upon any capital Restricted Subsidiary, or on any shares of 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 effectively providing that the Notes (together with, if the Company shall so determine, any other Indebtedness of the outstanding Notes are Company or such Restricted Subsidiary ranking pari passu with the Notes) shall be secured equally and ratably withwith such Indebtedness, except that the foregoing restrictions shall not apply to: (i) liens existing on December 31, 2002; (ii) pledges, guarantees and deposits under workers' compensation laws, unemployment insurance laws or prior tosimilar legislation, good faith deposits under bids, tenders or contracts, deposits to secure public or statutory obligations or appeal or similar bonds, and liens created by special assessment districts used to finance infrastructure improvements; (iii) liens existing on property or assets of any entity on the date on which it becomes a Restricted Subsidiary, which secured Indebtedness is not Incurred in contemplation of such entity becoming a Restricted Subsidiary; (iv) liens on or leases of model home units; (v) Capitalized Lease Obligations entered into in the ordinary course of business in amounts not in excess of $25,000,000 outstanding in the aggregate at any one time; (vi) the replacement of any of the items set forth in clauses (i) through (v) above, provided that (A) the principal amount of the Indebtedness so long secured by liens shall not be increased, (B) such Indebtedness, determined as of the date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced, (C) the maturity of such Indebtedness is so secured. Notwithstanding not earlier than that of the foregoing, the Partnership mayIndebtedness to be refinanced, and may permit (D) the liens shall be limited to the property or part thereof which secured the lien so replaced or property substituted therefor as a result of the destruction, condemnation or damage of such property; (vii) liens on property acquired, constructed or improved by the Company or any Restricted Subsidiary, which liens are either existing at the time of such acquisition or at the time of completion of construction or improvement or created within 120 days after such acquisition, completion or improvement, to secure Indebtedness Incurred or assumed to finance all or part of such property, including any increase in the principal amount of such Indebtedness and any extension of the repayment schedule and maturity of such Indebtedness Incurred or entered into in the ordinary course of business; (viii) liens or priorities incurred in the ordinary course of business, such as laborers', employees', carriers', mechanics', vendors' and landlords' liens or priorities; (ix) liens for certain taxes and certain survey and title exceptions; (x) liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceeding for review and with respect to which it has secured a stay of execution pending such appeal or proceeding for review; (xi) liens on property owned by any Homebuilding Joint Venture; (xii) liens securing a Warehouse Facility, provided that such liens shall not extend to any assets other than the mortgages, promissory notes and other collateral that secures mortgage loans made by the Company or any of its Subsidiaries to, create, assume, incur, or suffer to exist without Restricted Subsidiaries; (xiii) liens securing the Notes (a) and, if any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary guarantees payment of the Notes pursuant to secure Section 6.11 hereof, liens securing any such guarantee; (xiv) liens which would otherwise be subject to the foregoing restrictions which, when the Indebtedness relating to those liens is added to all other then outstanding Indebtedness of the Partnership or any other Person, provided that Company and the aggregate principal amount of all Indebtedness then outstanding Restricted Subsidiaries secured by such lien liens and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by not listed in clauses (1i) through (4), inclusive, of Section 5.2(axiii) hereof)above, 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$75,000,000.

Limitations on Liens. The Partnership shall notBorrower may not Incur any Debt which is secured, directly or indirectly, with, nor shall it permit any of its Subsidiaries to, create, assume, incur will the Borrower grant or cause or suffer to exist exist, a Lien on the Property of the Borrower now owned or hereafter acquired unless contemporaneous therewith or prior thereto the Obligations are equally and ratably secured thereof except for (a) any mortgagesuch Debt secured by Liens existing on the assets of any entity at the time such assets are acquired by the Borrower, lienwhether by merger, security interestconsolidation, pledgepurchase of assets or otherwise; provided that such Liens (x) are not created, charge incurred or assumed in contemplation of such assets being acquired by the Borrower and (y) do not extend to any other Property of the Borrower; (b) Liens granted to secure any other Debt required by its terms to be equally and ratably secured as a result of the Incurrence of such Debt; (c) Liens on the Borrower's interests in Subsidiaries and Joint Ventures in which the Borrower is a partner, shareholder, member or other encumbrance participant, which Liens are granted in good faith in connection with the acquisition of such assets or as part of the financing of a Power Generation Facility; provided that such Liens are required in order to effect such financing and are not materially more restrictive, taken as a whole, than Liens, taken as a whole, customarily accepted (“liens”) upon any Principal Property or upon any capital stock in the absence of any Restricted Subsidiaryindustry custom, whether owned reasonably acceptable) in substantially Non-Recourse project financing; (d) Liens on the stock or partnership interest of Subsidiaries and interests in Joint Ventures in which the Borrower becomes a partner, shareholder, member or other participant which Liens are granted in good faith as part of a project financing or the development of a project; provided that such Liens are required in order to effect such transaction and are not materially more restrictive, taken as a whole, than Liens, taken as a whole, customarily accepted (or in the absence of any industry custom, reasonably acceptable) in substantially Non-Recourse project financing; (e) Liens in existence on the date hereof of this Agreement or thereafter acquired, established pursuant to this Agreement; (f) purchase money Liens incurred to secure Debt incurred by the Borrower as permitted by subsection 7.2, which Debt finances the purchase price of Property acquired in the ordinary course of business, and which Liens will not cover any Indebtedness Property other than that being purchased, improved or constructed; (g) [intentionally omitted]; (h) Liens incurred in connection with Capitalized Lease Obligations incurred by the Borrower as permitted by subsection 7.2; (i) Liens in respect of extensions, renewals, refunding or Refinancing of any Debt secured by the Liens referred to in clauses (a), (b), (c), (d), (e), (f) or (h) above, provided that the Liens in connection with such renewal, extension, refunding or Refinancing shall be limited to all or part of the Partnership specific Property which was subject to the original Lien; (j) any Lien arising by reason of (A) any judgment, decree or order or any other Person (other than the Notes)court, 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 Lien is so secured. Notwithstanding the foregoing, the Partnership maybeing contested in good faith and is adequately bonded, and any appropriate legal proceedings which may permit any have been duly initiated for the review of its Subsidiaries tosuch judgment, create, assume, incur, decree or suffer to exist without securing order shall not have been finally terminated or 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 period within which 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(a) 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 proceedings may 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.

Limitations on Liens. The Partnership (a) So long as any Securities are outstanding and except in a transaction otherwise governed or permitted by this Indenture, the Company shall not, nor and shall it not cause or permit any of its Subsidiaries Subsidiary to, create, assume, incur or suffer to exist guarantee any mortgage, lien, security interest, Indebtedness that is secured by a pledge, charge mortgage or other encumbrance lien (collectively, a “liensLien”) upon on any Principal Property Voting Stock or upon any capital stock profit participating equity interests of any Restricted direct or indirect wholly owned Subsidiary of the Company that is or is required to be licensed as an insurer or reinsurer (each, an “Insurance Subsidiary”) or any entity that succeeds (whether by merger, consolidation, sale of assets or otherwise) to all or substantially all of the business of any Insurance Subsidiary, whether owned on without providing that the Securities (together with, in the Company’s sole discretion, any other Indebtedness of, or guarantee by, the Company ranking equally with the Securities and existing as of 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 created) will be secured equally and ratably with, with or prior to, such to all other 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 pledge, mortgage or other Lien on the Voting Stock or profit participating equity interests of any Insurance Subsidiary or such entity that succeeds (whether by merger, consolidation, sale of assets or otherwise) to all similar liens under this clause (b), together with or substantially all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of Section 5.2(a) hereof), does the business of any Insurance Subsidiary. This covenant shall not exceed 10% of Consolidated Net Tangible Assets limit the Company’s ability or (c) any lien upon (i) any Principal Property that was not owned by the Partnership or any ability of its respective Subsidiaries to incur Indebtedness or other obligations secured by Liens on assets other than the date hereof Voting Stock or (ii) the capital stock profit participating equity interests 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 Insurance Subsidiary or any other Excluded entity that succeeds (whether by merger, consolidation, sale of assets or otherwise) to all or substantially all of the business of any Insurance Subsidiary.

Limitations on Liens. The Partnership No Borrower shall, and no Borrower shall not, nor shall it 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”) Lien upon any Principal Property of its assets or upon to give a negative pledge to any capital stock Person with respect to any of its assets, except for (a) the Lender's Liens; (b) the Permitted Encumbrances; (c) with respect to equipment or inventory, (i) landlord's liens arising in the ordinary course of any Restricted Subsidiary, whether owned Borrower's business and (ii) Liens on equipment or supplies hereafter acquired by any Borrower in the date hereof or thereafter acquired, ordinary course of such Borrower's business to secure the purchase price of such equipment or supplies and any Indebtedness such Lien existing on such equipment or supplies at the time of the Partnership or acquisition by such Borrower (individually, a "Purchase Money Lien"), provided that (A) no Purchase Money Lien shall cover any other Person (property other than the Notes)equipment or supplies so acquired, without in any and (B) the Debt secured by such case making effective provisions whereby all Purchase Money Lien shall not exceed one hundred percent (100%) of the outstanding Notes are secured equally and ratably withpurchase price of such equipment or supplies; (d) Liens on the Collateral to secure obligations under Interest Hedge Agreements related to the Credit Facilities, or prior to, such Indebtedness so long as the provider of any such Indebtedness Interest Hedge Agreement is a Lender and the maximum obligation so secured. Notwithstanding secured by the foregoing, the Partnership may, Collateral does not exceed One Million and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the Notes No/100 Dollars (a$1,000,000.00); (e) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary Liens to secure Indebtedness of the Partnership or any other Personpermitted Nonrecourse Debt, 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(a) hereof), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) no such Lien shall cover any Principal Property that was not owned by the Partnership property other than property purchased or any refinanced with proceeds of its Subsidiaries on the date hereof or permitted Nonrecourse Debt, and (ii) the capital stock Nonrecourse Debt secured by such Lien shall not exceed one hundred percent (100%) of the purchase price of such property; (f) liens on the Collateral securing the Bridge Loan on a pari passu basis with the Lenders' Liens; (g) the six percent (6%) net profits interest granted by AMRESCO New Hampshire, Inc. to Xxxxxx Financial, Inc. pursuant to Section 3.6 of that certain Term Loan Agreement, dated as of December 31, 1993, among AMRESCO New Hampshire, Inc., AMRESCO Holdings, Inc. and Xxxxxx Financial, Inc.; and (h) liens involuntarily filed against any asset of any Restricted Borrower or Subsidiary, provided, that within fifteen (15) days after such filing, the applicable Borrower or Subsidiary that owns no Principal Property that was owned by has obtained a release of any such lien or is contesting the Partnership or filing of such lien in good faith and an adequate bond has been obtained to satisfy in full 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 claim which such Excluded Subsidiary or any other Excluded Subsidiarylien secures.

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, createissue, assume, incur guarantee or suffer to exist any Indebtedness secured by any mortgage, lien, security interest, pledge, charge lien or other encumbrance of any nature (herein collectively referred to as a “lien” or “liens”) upon any Principal Property property of the Company or upon any capital Restricted Subsidiary, or on any shares of 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 effectively providing that the Notes (together with, if the Company shall so determine, any other Indebtedness of the outstanding Notes are Company or such Restricted Subsidiary ranking pari passu with the Notes) shall be secured equally and ratably withwith such Indebtedness, except that the foregoing restrictions shall not apply to: (i) liens existing on June 30, 2003; (ii) pledges, guarantees and deposits under workers’ compensation laws, unemployment insurance laws or prior tosimilar legislation, good faith deposits under bids, tenders or contracts, deposits to secure public or statutory obligations or appeal or similar bonds, and liens created by special assessment districts used to finance infrastructure improvements; (iii) liens existing on property or assets of any entity on the date on which it becomes a Restricted Subsidiary, which secured Indebtedness is not Incurred in contemplation of such entity becoming a Restricted Subsidiary; (iv) liens on or leases of model home units; (v) Capitalized Lease Obligations entered into in the ordinary course of business in amounts not in excess of $25,000,000 outstanding in the aggregate at any one time; (vi) the replacement of any of the items set forth in clauses (i) through (v) above, provided that (A) the principal amount of the Indebtedness so long secured by liens shall not be increased, (B) such Indebtedness, determined as of the date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced, (C) the maturity of such Indebtedness is so secured. Notwithstanding not earlier than that of the foregoing, the Partnership mayIndebtedness to be refinanced, and may permit (D) the liens shall be limited to the property or part thereof which secured the lien so replaced or property substituted therefor as a result of the destruction, condemnation or damage of such property; (vii) liens on property acquired, constructed or improved by the Company or any Restricted Subsidiary, which liens are either existing at the time of such acquisition or at the time of completion of construction or improvement or created within 120 days after such acquisition, completion or improvement, to secure Indebtedness Incurred or assumed to finance all or part of such property, including any increase in the principal amount of such Indebtedness and any extension of the repayment schedule and maturity of such Indebtedness Incurred or entered into in the ordinary course of business; (viii) liens or priorities incurred in the ordinary course of business, such as laborers’, employees’, carriers’, mechanics’, vendors’ and landlords’ liens or priorities; (ix) liens for certain taxes and certain survey and title exceptions; (x) liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceeding for review and with respect to which it has secured a stay of execution pending such appeal or proceeding for review; (xi) liens on property owned by any Homebuilding Joint Venture; (xii) liens securing a Warehouse Facility, provided that such liens shall not extend to any assets other than the mortgages, promissory notes and other collateral that secures mortgage loans made by the Company or any of its Subsidiaries to, create, assume, incur, or suffer to exist without Restricted Subsidiaries; (xiii) liens securing the Notes (a) and, if any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary guarantees payment of the Notes pursuant to secure Section 6.11 hereof, liens securing any such guarantee; (xiv) liens which would otherwise be subject to the foregoing restrictions which, when the Indebtedness relating to those liens is added to all other then outstanding Indebtedness of the Partnership or any other Person, provided that Company and the aggregate principal amount of all Indebtedness then outstanding Restricted Subsidiaries secured by such lien liens and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by not listed in clauses (1i) through (4), inclusive, of Section 5.2(axiii) hereof)above, 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$75,000,000.

Limitations on Liens. The Partnership If the Issuer or any Restricted Subsidiary shall notincur, nor shall it permit assume or guarantee any of its Subsidiaries to, create, assume, incur or suffer to exist any indebtedness for borrowed money secured by a mortgage, lien, security interest, pledge, charge security interest or other lien or encumbrance (“liens”any such mortgage, pledge, security interest or other lien or encumbrance being hereafter in Sections 3.6 and 3.7 referred to as a "Mortgage" or "Mortgages") upon (any such indebtedness being hereafter in Sections 3.6 and 3.7 referred to as "Secured Debt") on any Principal Property owned by the Issuer or upon a Restricted Subsidiary or on any capital shares of stock or indebtedness of any Restricted Subsidiary, whether owned on the date hereof Issuer shall secure, or thereafter acquiredcause such Restricted Subsidiary to secure, to secure the Securities (together with, if the Issuer shall so determine, any Indebtedness of other indebtedness for borrowed money incurred, assumed or guaranteed by the Partnership Issuer or any other Person (other than the Notes), without in any such case making effective provisions whereby all of the outstanding Notes are secured Restricted Subsidiary ranking equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured. Notwithstanding the foregoingSecurities, whether then or thereafter existing) equally and ratably with (or, at 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 option of the Partnership or any other PersonIssuer, provided that prior to) such Secured Debt, unless after giving effect thereto the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b)Secured Debt, together with all Attributable Indebtedness Debt in respect of sale and leaseback transactions involving Principal Properties (other than sale and leaseback transactions as to which the Issuer would be entitled to incur Secured Debt, in an amount at least equal to the Attributable Debt in respect of such sale and leaseback transaction, on the property to be leased, without equally and ratably securing the Securities, pursuant to the exclusions from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by the computation of Secured Debt contained below in clauses (1a)-(g) through of this Section and other than sale and leaseback transactions the proceeds of which have been applied in accordance with clause (4b) of Section 3.7), inclusive, of Section 5.2(a) hereof), does would 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 notIssuer. This restriction will not apply to, and is not required to bethere shall be excluded in computing Secured Debt for the purpose of such restriction, 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.indebtedness secured by:

Limitations on Liens. The Partnership Nothing in this Indenture or (except as expressly provided with respect to a Series in the establishment of the terms thereof) in the Securities contained shall not, nor shall in any way restrict or prevent the Guarantor or any Subsidiary from incurring any indebtedness; provided that the Guarantor covenants and agrees that it will not itself and will not permit any of its Subsidiaries toRestricted Subsidiary to issue, createassume or guarantee any notes, assumebonds, incur or suffer to exist any mortgage, lien, 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 Four called “Debt”) secured by a pledge of, or mortgage or lien on (mortgages, pledges and liens being hereinafter in this Article Four called “liens”) upon ), any of the Guarantor’s or any Restricted Subsidiary’s Principal Property Properties or upon any capital shares of stock of or indebtedness of any Restricted SubsidiarySubsidiary (such Principal Properties, whether owned on the date hereof or thereafter acquired, stock and indebtedness being hereinafter collectively referred to secure any Indebtedness of the Partnership or any other Person (other than the Notesas “Property”), without in effectively providing that the Securities (together with, if the Guarantor shall so determine, any such case making effective provisions whereby all other Debt of the outstanding Notes are Guarantor or such Restricted Subsidiary then existing or thereafter created ranking equally with the Securities, including guarantees of indebtedness of others) shall be secured equally and ratably with, with (or prior to) such Debt, such Indebtedness so long as such Indebtedness is Debt shall be so secured. Notwithstanding the foregoing, the Partnership may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer except that this Section 4.06 shall not apply 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 Debt 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(a) 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.by:

Limitations on Liens. The Partnership shall not, nor shall it 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”) 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 be incurred or to exist, any Lien on its or their property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the Notes purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire any property or assets upon conditional sales agreements or other title retention devices, except the following: (a) any Permitted LienLiens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics, materialmen, vendors, carriers and warehousemen and other like Persons; provided that payment thereof is not at the time required by Section 7.1; (b) Liens of or resulting from any lien upon any Principal Property judgment or capital stock award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which Borrower or a Restricted Subsidiary of Borrower shall at any time in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; (c) Liens incidental to the conduct of business or the ownership of properties and assets (including Liens in connection with worker's compensation, unemployment insurance and other like laws, maritime, warehousemen's and attorneys' liens and statutory landlords' liens and deposits made to obtain insurance), customary statutory, common law and contractual rights of a bank to set-off claims of such bank against cash on deposit with such bank, and Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature, in any such case incurred in the ordinary course of business and not in connection with the borrowing of money; provided in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings; (d) minor survey exceptions or minor defects, irregularities in title, encumbrances, easements, restrictions or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which are necessary for the conduct of the activities of Borrower and its Restricted Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of Borrower and its Restricted Subsidiaries; (e) Liens securing Indebtedness owed Borrower or to any Wholly-owned Subsidiary by any Restricted Subsidiary of Borrower; (f) Liens existing as of the Effective Date and described on Exhibit I hereto; (g) Liens on the capital stock, partnership or other equity interests held, directly or indirectly, by Borrower or any of its Restricted Subsidiaries in a joint venture, provided that the proceeds of Indebtedness of Borrower or such Restricted Subsidiary secured by such Liens are in their entirety contributed or advanced to such joint venture; provided, further, that (i) at the time of the creation, issuance, assumption, guarantee or incurrence of any such Indebtedness by Borrower or any of its Restricted Subsidiaries and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist, (ii) any such Indebtedness, created, issued, assumed, guaranteed or incurred by Borrower or any of its Restricted Subsidiaries shall have been created within the applicable limitations of Section 8.2, (iii) with respect to any such Indebtedness neither Borrower or any of its Restricted Subsidiaries, nor any of the property or assets of Borrower or any of its Restricted Subsidiaries, other than proceeds realized from the sale or other disposition of such capital stock, partnership or other equity interests shall, directly or indirectly, be liable for or secure in any manner whatsoever the payment thereof and (iv) other than Indebtedness arising from a Lien on assets of Borrower or any of its Restricted Subsidiaries consisting of equity interest in an Unrestricted Subsidiary such Indebtedness shall be incurred within the limitations provided in Section 7.3(e) and Section 8.2(b) hereof; (h) Liens on the capital stock, partnership or other equity interests held, directly or indirectly, by Borrower or any of its Restricted Subsidiaries in a joint venture, provided that the proceeds of Indebtedness created by an Unrestricted Subsidiary or any other Affiliate secured by such Liens are in their entirety contributed or advanced to such joint venture; provided, further, that with respect to any such Indebtedness neither Borrower or any of its Restricted Subsidiaries, nor any of the property or assets of Borrower or any of its Restricted Subsidiaries, other than proceeds realized from the sale or other disposition of such capital stock, partnership or other equity interests shall, directly or indirectly, be liable for or secure in any manner whatsoever the payment thereof; (i) Liens created or incurred after the Effective Date given to secure the payment of the purchase price incurred in connection with the acquisition or purchase of assets useful and intended to be used in carrying on the business of Borrower or any of its Restricted Subsidiaries, so long as such Liens were not incurred, extended or renewed in contemplation of such acquisition or purchase; provided that (i) the Lien shall attach solely to the assets acquired or purchased, (ii) such Lien shall have been created or incurred no more than after 180 days of the date of acquisition or purchase, (iii) at the time of acquisition or purchase of such assets, the aggregate amount remaining unpaid on all Indebtedness secured by Liens on such assets, whether or not assumed by Borrower or any of its Restricted Subsidiaries, shall not exceed an amount equal to the lesser of the total purchase price or fair market value at the time of acquisition or purchase of such assets (as determined in good faith by the Board of Directors of Borrower), (iv) if the Indebtedness secured by such Liens shall have been incurred by a Restricted Subsidiary of Borrower, then and in such event such Indebtedness shall be incurred within the limitations provided in Section 7.3(e) and Section 8.2(b) hereof, and (v) at the time of the creation, issuance, assumption, guarantee or incurrence of such Indebtedness and after giving effect thereto and to the application of the proceeds thereof, no Default, including, without limitation, a Default under Section 7.3(e), or Event of Default would exist; (j) Liens created or incurred after the Effective Date existing on such assets at the time of acquisition thereof or at the time of acquisition or purchase by Borrower or any of its Restricted Subsidiaries of any business entity then owning such fixed assets, so long as such Liens were not incurred, extended or renewed in contemplation of such acquisition or purchase; provided that (i) the Lien shall attach solely to the assets acquired or purchased, (ii) if the Indebtedness secured by such Lien shall have been assumed by a Restricted Subsidiary of Borrower, then and in such event such Indebtedness shall be incurred within the limitations provided in Section 7.3(e) and Section 8.2(b) hereof, and (iii) at the time of the assumption of such Indebtedness and after the concurrent giving effect thereto, no Default, including, without limitation, a Default under Section 7.3(e), or Event of Default would exist; (k) Liens created under charters entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of its business, as owner or lessor of an asset, creating leasehold interests therein; provided that the creation of such Liens is otherwise permitted within the terms of this Agreement; (l) Liens created or incurred after the Effective Date given 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(a) 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 Restricted Subsidiaries on in addition to the Liens permitted by the preceding clauses (a) through (k) hereof; provided that all Indebtedness secured by such Liens shall have been incurred within the applicable limitations provided in Section 8.2; and (m) any extension, renewal or refunding of any Lien permitted by the preceding clauses (f) through (k) of this Section in respect of the same property theretofore subject to such Lien in connection with the extension, renewal or refunding of the Indebtedness secured thereby; provided that (i) such extension, renewal or refunding of the Indebtedness to which such Lien relates shall be without increase in the principal amount remaining unpaid as of the date hereof of such extension, renewal or refunding, (ii) such Lien shall attach solely to the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by same such property and (iii) at the Partnership or any of its Subsidiaries on the date hereof, in each case owned by a Subsidiary time of the Partnership (an “Excluded Subsidiary”) that (A) is notextension, renewal or refunding of such Indebtedness and is not required after giving effect thereto and to bethe application of the proceeds thereof, no Default, including, without limitation, a Subsidiary Guarantor and (B) has not granted any liens on any Default under Section 7.3(e), or Event 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.Default would exist. 8.4

Limitations on Liens. The Partnership Company shall not, nor and shall it not permit any of its Restricted Subsidiaries to, directly or indirectly, 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 of any Restricted Subsidiary, whether owned on the date hereof or thereafter acquired, to secure any Indebtedness of the Partnership or any other Person Lien (other than Permitted Liens) on any of its assets or any income or profits therefrom or assign or convey any right to receive income therefrom unless the Notes), without in any such case making effective provisions whereby all of the outstanding Notes Securities are secured equally and ratably with, or prior to, secured with the Indebtedness secured by such Indebtedness Lien for so long as such Indebtedness is so secured. Notwithstanding Upon the foregoingrelease and discharge of the initial Lien, any Lien created in favor of the Securities as a result of the initial Lien shall be automatically released. The Securities are secured by the Pledge Agreement equally and ratably with the Outstanding Notes, the Partnership mayindebtedness under the Bank Credit Facilities and all other Obligations as defined in the Pledge Agreement. Notwithstanding anything to the contrary contained in the definition of Permitted Liens, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without the pledge provided under the Pledge Agreement 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(a) 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 Securities on the date hereof or (ii) is required pursuant to this Section 4.13, and the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by Lien under the Partnership or any of its Subsidiaries Pledge Agreement on the date hereofhereof securing indebtedness under the Bank Credit Facilities, the Outstanding Notes and all other Obligations as defined in each case owned by a Subsidiary the Pledge Agreement shall be deemed to be the initial Lien giving rise to the requirement to equally and ratably secure the Securities pursuant to this Section 4.13. Upon the release and discharge of either the collateral under the Pledge Agreement or the initial Lien, any Lien created in favor of the Partnership (an “Excluded Subsidiary”) that (A) is not, and is not required to be, Securities as 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 result of the Partnership other than such Excluded Subsidiary Pledge Agreement or any other Excluded Subsidiarythe initial Lien will be automatically released.

Limitations on Liens. The Partnership shall Company will not, nor shall it and will not permit any of its Subsidiaries (other than any Unrestricted Subsidiary) to, create, assumeincur, incur assume or suffer to exist any mortgageLiens securing Indebtedness, 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 Lien, Liens which may be granted to secure the Notes; (b) Liens securing Indebtedness that is incurred pursuant to clause (i) of Section 4.12(b); (c) Liens --------------- securing Indebtedness that is incurred in accordance with this Indenture and that is pari passu with the Notes; provided that the Notes are secured ---- ----- -------- on an equal and ratable basis to such Liens; (d) Liens securing Indebtedness incurred in accordance with this Indenture and that is subordinated to the Notes; provided that the Notes are secured by Liens -------- ranking prior to such Liens; (e) Liens in respect of Refinancing Indebtedness; provided that the terms of such Liens in respect of such -------- Refinancing Indebtedness are not less favorable to the Holders than terms of the Liens securing the Existing Debt being Refinanced and do not extend to or cover any lien upon property or assets of the Company or of any Principal Property of the Subsidiaries not securing such Existing Debt; (f) Liens in respect of Acquired Indebtedness permitted to be incurred in accordance with this Indenture; provided that such Liens in respect of such Acquired -------- Indebtedness do not extend to or capital stock cover any property or assets of a Restricted the Company or any Subsidiary other than the property or assets that secured the Acquired Indebtedness prior to secure the time such Indebtedness became Acquired Indebtedness of the Partnership Company or any other Personsuch Subsidiary; (g) Liens securing Indebtedness of the Company or a Subsidiary, provided that the aggregate principal amount of all which 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(a) hereof), does shall 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 $15.0 million; 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.h)