Common use of Limitations on Liens Clause in Contracts

Limitations on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary to, create, assume, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):

Limitations on Liens. (a) The So long as any Notes remain outstanding, the Company will not, directly or indirectly, incur, and will not permit any Restricted Subsidiary of its Subsidiaries to, createdirectly or indirectly, assumeincur, incur or guarantee any Indebtedness secured by a mortgageLien upon any property or assets (including Capital Stock) of the Company, security interest, pledge, lien, charge or other encumbrance upon any of its Subsidiaries or upon any shares of stock or Indebtedness of any of its Restricted Subsidiaries’ properties Subsidiaries (whether such property, assets, shares of stock or Indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing, concurrently with or prior to the incurrence of any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, that the Notes or, in respect of Liens on the property or assets (a “Lien”)of any Subsidiary Guarantor, whether owned on the date Guarantee of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness Subsidiary Guarantor (together with, if the Company shall so determinesdetermine, any other Indebtedness of or guaranty guarantee by the Company Company, the Subsidiary Guarantors or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders their respective Subsidiaries ranking equally in right of payment with the Notes or the Guarantee) shall be secured equally and any other debt securities of any series issued pursuant ratably with (or, at the Company’s option, prior to) such Indebtedness to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)so secured; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The So long as any Notes remain outstanding, the Company will notmay not directly or indirectly, incur, and will not permit any Restricted Subsidiary of its Subsidiaries to, create, assumedirectly or indirectly, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien upon (i) any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”including Capital Stock) of the Company or any of its Subsidiaries or (ii) upon any shares of stock or Indebtedness of any of its Subsidiaries (whether such property, assets, shares of stock or Indebtedness are now existing or owned or hereafter created or acquired), whether owned on in any such case unless, prior to or concurrently with the date incurrence of issuance any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if at the Company so determinesoption of the Company, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to any of its Subsidiaries ranking equally in right of payment with the Notes) for shall be secured equally and ratably with (or, at the Company’s option, prior to) such Indebtedness to be so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)secured; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The Company will notnot itself, and will not permit or suffer any Restricted Subsidiary to, create, assume, create or incur or guarantee suffer to be created or incurred or to exist any Indebtedness secured by a mortgage, Lien, security interest, pledge, lien, charge or other encumbrance upon of any of its kind on, or its Restricted Subsidiaries’ properties pledge of, any property or assets (a “Lien”)of any kind, real or personal, tangible or intangible, of the Company or any such Subsidiary, whether owned on the date of issuance of the Notes Effective Date or thereafter acquired, unless or acquire or agree to acquire any property or assets of any kind under a conditional sale agreement or other title retention agreement or file or permit the Notes are at least filing of any financing statement under the Uniform Commercial Code or other similar notice under any other similar statute without equally and ratably securing the Notes with all other obligations secured with thereby and which security shall be created and conveyed by documentation (which may include an intercreditor agreement) determined prior to such secured Indebtedness conveyance to be satisfactory in scope, form and substance to the Required Holders and which security shall continue in full force and effect until either (together with, if x) the Company so determines, any other Indebtedness of or guaranty same is released by the Company Required Holders, (y) all other obligations secured thereby are discharged, or such Restricted Subsidiary then existing or thereafter created that (z) the security is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of released by the holders of all such other obligations, and in any case the Notes and any other debt securities of any series issued pursuant shall have the benefit, to the Indenture full extent that the holders may be entitled thereto under applicable law, of an equitable Lien on such property or assets equally and having ratably securing the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)Notes; provided, however, that the above restrictions provisions of this Section 10.3 shall not apply to prevent or restrict the following (creation, incurring or existence of any of the “Permitted Liens”):following:

Limitations on Liens. (a) The Company will not, and nor will not it permit any Restricted Subsidiary to, createissue, assume, incur assume or guarantee any debt for money borrowed (excluding trade accounts payable or accrued liabilities arising in the normal course of business) (herein referred to as "Indebtedness") if such Indebtedness is secured by a any mortgage, security interest, pledge, lien, charge lien or other encumbrance (herein referred to as a "Lien" or "Liens") upon any Principal Property of its the Company or its of a Restricted Subsidiaries’ properties Subsidiary or assets (a “Lien”)on any shares of stock of any Restricted Subsidiary, whether such Principal Property or shares of stock are owned on at the date of issuance of the Notes this Indenture or thereafter acquired, unless without in any such case effectively providing that the Notes Securities of any outstanding series that are at least equally and ratably secured with entitled to the benefits of such secured Indebtedness provision of this Indenture (together with, if the Company shall so determinesdetermine, any other Indebtedness indebtedness of or guaranty guaranteed by the Company or such Restricted Subsidiary then existing entitled thereto, subject to applicable priority of payment) shall be secured equally and ratably with, or thereafter created that is not subordinated to the Notes) for prior to, such Indebtedness so long as such other Indebtedness is shall be so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)secured; provided, however, that the above restrictions shall foregoing restriction does not apply to any of the following (the “Permitted Liens”):following:

Limitations on Liens. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, create, assume, create or incur any Lien that secures indebtedness for borrowed money (including guarantees of indebtedness for borrowed money) on any shares of capital stock of a Restricted Subsidiary or guarantee any Indebtedness secured by Principal Property of the Company or a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”)Subsidiary, whether such shares of capital stock of a Restricted Subsidiary or Principal Property are owned on at the date of issuance of the Notes Issue Date or thereafter acquiredacquired thereafter, unless the Company secures, or causes such Restricted Subsidiary to secure the Outstanding Notes are at least equally and ratably with (or at the Company’s option, prior to) all indebtedness secured with by such secured Indebtedness (together withLien; provided, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders Holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 5.1(a) shall provide by its terms that such Lien will be automatically and unconditionally released and discharged upon the release and discharge of such Lien securing indebtedness for borrowed money that resulted in the Lien securing such other Indebtedness)on the Outstanding Notes; provided, however, that the above restrictions this Section 5.1 shall not apply to in the following (the “Permitted Liens”):case of:

Limitations on Liens. After the date hereof and so long as any Securities are Outstanding (a) The Company but subject to defeasance, as provided in the Indenture), the Issuer will not, and will not permit any Restricted Subsidiary to, createissue, assume, incur assume or guarantee any Indebtedness which is secured by a mortgage, pledge, security interest, pledge, lien or encumbrance (each a "lien, charge or other encumbrance ") upon any Principal Property, or any shares of its stock of or its Indebtedness issued by any Restricted Subsidiaries’ properties or assets (a “Lien”)Subsidiary, whether now owned on the date of issuance of the Notes or thereafter hereafter acquired, unless the Notes are at least equally and ratably secured without effectively providing that, for so long as such lien shall continue in existence with respect to such secured Indebtedness Indebtedness, the Securities (together with, if the Company Issuer shall so determinesdetermine, any other Indebtedness of or guaranty the Issuer ranking equally with the Securities, it being understood that for purposes hereof, Indebtedness which is secured by the Company or such Restricted Subsidiary then existing or thereafter created that a lien and Indebtedness which is not subordinated to the Notes) for so long as such other Indebtedness is so secured shall not, solely by reason of such lien, be deemed to be of different ranking) shall be equally and ratably secured by a lien ranking ratably with or equal to (and any Lien created for or at the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that Issuer's option prior to) such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other secured Indebtedness); provided, however, that the above restrictions foregoing covenant shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The Company will not, and will not permit any Restricted Material Subsidiary to, createincur, assumeissue, incur assume or guarantee any indebtedness for borrowed money (“Indebtedness”) if such Indebtedness is secured by a mortgageLien on (including any pledge of or security interest in) any shares of common stock of any Material Subsidiary, security interestwithout providing that the Notes and, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on at the date of issuance option of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determinesCompany, any other Indebtedness of ranking equally and ratably with such Indebtedness, is secured equally and ratably with (or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notesprior to) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, except that the above restrictions foregoing restriction shall not apply to (i) any Lien on any shares of common stock of any Material Subsidiary acquired after the following date of the Indenture to secure or provide for the payment of the purchase price or acquisition cost thereof, (ii) any Lien on shares of common stock of any Material Subsidiary acquired after the “Permitted Liens”):date of the Indenture existing at the time such Material Subsidiary is acquired, (iii) Liens in favor of the Company or any Subsidiary, and (iv) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part, of any Lien referred to in clauses (i) through (iv), inclusive.

Limitations on Liens. (a) The So long as any Notes remain outstanding, the Company will notmay not directly or indirectly, incur, and will not permit any Restricted Subsidiary of its Subsidiaries to, create, assumedirectly or indirectly, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien upon (i) any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”including Capital Stock) of the Company or any of its Subsidiaries or (ii) any shares of stock or Indebtedness of any of its Subsidiaries (whether such property, assets, shares of stock or Indebtedness are now existing or owned or hereafter created or acquired), whether owned on in any such case unless, prior to or concurrently with the date incurrence of issuance any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if at the Company so determinesoption of the Company, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to any of its Subsidiaries ranking equally in right of payment with the Notes) for shall be secured equally and ratably with (or, at the Company’s option, prior to) such Indebtedness to be so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)secured; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The Company After the date hereof and so long -------------------- as any Notes are Outstanding, the Issuer will not, and will not permit any Restricted Subsidiary to, createissue, assume, incur assume or guarantee any Indebtedness which is secured by a mortgage, pledge, security interest, pledge, lien or encumbrance (each a "lien, charge or other encumbrance ") upon any Principal Property, or any shares of its stock of or its Indebtedness issued by any Restricted Subsidiaries’ properties or assets (a “Lien”)Subsidiary, whether now owned on the date of issuance of or hereafter acquired, without effectively providing that, for so long as such lien shall continue in existence with respect to such secured Indebtedness, the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company Issuer shall so determinesdetermine, any other Indebtedness of or guaranty the Issuer ranking equally with the Notes, it being understood that for purposes hereof, Indebtedness which is secured by the Company or such Restricted Subsidiary then existing or thereafter created that a lien and Indebtedness which is not subordinated to the Notes) for so long as such other Indebtedness is so secured shall not, solely by reason of such lien, be deemed to be of different ranking) shall be equally and ratably secured by a lien ranking ratably with or equal to (and any Lien created for or at the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that Issuer's option prior to) such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other secured Indebtedness); provided, however, that the above restrictions foregoing covenant shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The Company will not, and nor will not it permit any Restricted Consolidated Subsidiary to, createissue, assume, incur assume or guarantee any Indebtedness debt for money borrowed or any Funded Debt (hereinafter in this Article 10 referred to as "Debt"), secured by a mortgage, security interest, pledge, lien, charge lien or other encumbrance (mortgages, security interests, pledges, liens and other encumbrances being hereinafter called a "mortgage" or "mortgages") upon any Principal Property or upon any shares of its stock or its Restricted Subsidiaries’ properties indebtedness of any Consolidated Subsidiary which owns or assets leases a Principal Property (a “Lien”)whether such Principal Property, whether shares of stock or indebtedness are now owned on or hereafter acquired) without in any such case effectively providing concurrently with the date issuance, assumption or guaranty of issuance of any such Debt that the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness Securities (together with, if the Company shall so determinesdetermine, any other Indebtedness indebtedness of or guaranty guaranteed by the Company or such Restricted Consolidated Subsidiary ranking equally with the Securities and then existing or thereafter created that is not subordinated to the Notescreated) for so long as shall be secured equally and ratably with such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)Debt; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):Debt secured by

Limitations on Liens. (a) The Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain Outstanding, the Company will not, and nor will not it permit any Restricted Subsidiary to, issue, incur, create, assume, incur assume or guarantee any Indebtedness debt for borrowed money (hereinafter in this Article 10 referred to as "Debt"), secured by a mortgage, security interest, pledge, lien, charge or other encumbrance (mortgages, security interests, pledges, liens, charges and other encumbrances being hereinafter in this Article 10, referred to as "mortgage" or "mortgages") upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance Principal Property of the Notes Company or thereafter any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are now existing or owed or hereafter created or acquired) without in any such case effectively providing concurrently with the issuance, unless incurrence, creation, assumption or guaranty of any such Debt that the Notes are at least equally and ratably secured with Securities of such secured Indebtedness series Outstanding (together with, if the Company shall so determinesdetermine, any other Indebtedness indebtedness of or guaranty guarantee by the Company or such Restricted Subsidiary ranking equally with the Securities of such series Outstanding and then existing or thereafter created that is not subordinated to created) shall be secured equally and ratably with (or, at the NotesCompany's option, prior to) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)Debt; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):Debt secured by:

Limitations on Liens. (a) The So long as any Notes remain outstanding, the Company will notmay not directly or indirectly, incur, and will not permit any Restricted Subsidiary of its Subsidiaries to, create, assumedirectly or indirectly, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge Lien upon (i) any property or other encumbrance upon assets (including Capital Stock) of the Company or any of its Subsidiaries or (ii) upon any shares of stock or Indebtedness of any of its Restricted Subsidiaries’ properties Subsidiaries (whether such property, assets, shares of stock or Indebtedness are now existing or owed or hereafter created or acquired), in any such case unless, prior to or concurrently with the incurrence of any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, the Notes or, in respect of Liens on any property or assets (a “Lien”)of any Subsidiary Guarantor, whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness Guarantees (together with, if the Company shall so determinesdetermine, any other Indebtedness of or guaranty Guarantee by the Company Company, the Subsidiary Guarantors or any of their respective Subsidiaries ranking equally in right of payment with the Notes or such Restricted Subsidiary then existing or thereafter created that is not subordinated Guarantee) shall be secured equally and ratably with (or, at the Company’s option, prior to) such Indebtedness to the Notes) for be so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)secured; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, create, assume, incur or guarantee otherwise cause or suffer to exist or become effective any Liens of any kind (other than Permitted Liens) upon any property or asset of the Company or any Restricted Subsidiary or any shares of stock or debt of any Restricted Subsidiary which owns property or assets, now owned or hereafter acquired, in any case which secures Indebtedness pari passu with or ---- ----- subordinated to the Notes unless (i) if such Lien secures Indebtedness which is pari passu with the Notes, then the Notes are secured on an equal and ratable or ---- ----- senior basis with the obligations so secured until such time as such obligation is no longer secured by a mortgage, security interest, pledge, lien, charge Lien or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with ii) if such secured Lien secures Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that which is not subordinated to the Notes) for so long as , any such other Indebtedness is so secured (and any Lien created for shall be subordinated to the benefit of Lien granted to the holders Holders of the Notes and any other debt securities of any series issued pursuant in the same collateral to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that same extent as such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply subordinated Indebtedness is subordinated to the following (the “Permitted Liens”):Notes.

Limitations on Liens. (a) The Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain outstanding, the Company will not, and nor will not it permit any Restricted Subsidiary to, issue, incur, create, assume, incur assume or guarantee any Indebtedness debt for borrowed money (hereinafter in this Article 10 referred to as "Debt"), secured by a mortgage, security interest, pledge, lien, charge or other encumbrance (mortgage, security interests, pledges, liens, charges and other encumbrances being hereinafter in this Article 10, referred to as "mortgage" or "mortgages") upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance Principal Property of the Notes Company or thereafter any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are not existing or owed or hereafter created or acquired) without in any such case effectively providing concurrently with the issuance, unless incurrence, creation, assumption or guaranty of any such Debt or the Notes are at least equally and ratably secured grant of a mortgage with respect to any such secured Indebtedness Debt that the Securities of such series Outstanding (together with, if the Company shall so determinesdetermine, any other Indebtedness indebtedness of or guaranty guarantee by the Company or such Restricted Subsidiary ranking equally with the -59- Securities of such series Outstanding and then existing or thereafter created that is not subordinated to created) shall be secured equally and ratably with (or, at the NotesCompany's option, prior to) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)Debt; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):Debt secured by:

Limitations on Liens. (a) The Company will not, and will not permit any of its Subsidiaries and Restricted Subsidiary Joint Ventures, in each case, to, directly or indirectly, create, assume, incur or guarantee assume any Indebtedness Lien of any kind (other than Permitted Liens) on any asset now owned or hereafter acquired by the Company or such Subsidiary. For purposes of determining compliance with this Section 4.10, (i) in the case of Liens that constitute Permitted Liens securing Subordinated Indebtedness, the Notes and any applicable Guarantee are secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties Lien on such property or assets of the Company or such Subsidiary and the proceeds thereof that is senior in priority to such Liens; (a “Lien”)ii) in the case of Liens that constitute Permitted Liens securing the Permitted Working Capital Obligations, whether owned on the date of issuance priority of the Notes or thereafter acquiredand the Permitted Working Capital Obligations shall be as set forth in the Permitted Working Capital Intercreditor Agreement; and (iii) in all other cases that constitute Permitted Liens, unless the Notes and the applicable Guarantee are at least equally and ratably secured with or prior to such secured Indebtedness (together with, if Obligation with a Lien on the Company so determines, any other Indebtedness same assets of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated Subsidiary, as the case may be except to the Notes) for so long as such extent that the principle under the Australian PPSA that a purchase money security interest may have priority over other Indebtedness is so secured (and any Lien created for the benefit security interests granted in respect of the holders of the Notes and any other debt securities of any series issued pursuant same collateral applies to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “a Permitted Liens”):Lien.

Limitations on Liens. (a) The Company will not, and nor will not it permit any Restricted Consolidated Subsidiary to, createissue, assume, incur assume or guarantee any Indebtedness debt for money borrowed or any Funded Debt (hereinafter in this Article 10 referred to as "DEBT"), secured by a mortgage, security interest, pledge, lien, charge lien or other encumbrance (mortgages, security interests, pledges, liens and other encumbrances being hereinafter called a "MORTGAGE" or "MORTGAGES") upon any Principal Property or upon any shares of its stock or its Restricted Subsidiaries’ properties indebtedness of any Consolidated Subsidiary which owns or assets leases a Principal Property (a “Lien”)whether such Principal Property, whether shares of stock or indebtedness are now owned on or hereafter acquired) without in any such case effectively providing concurrently with the date issuance, assumption or guaranty of issuance of any such Debt that the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness Securities (together with, if the Company shall so determinesdetermine, any other Indebtedness indebtedness of or guaranty guaranteed by the Company or such Restricted Consolidated Subsidiary ranking equally with the Securities and then existing or thereafter created that is not subordinated to the Notescreated) for so long as shall be secured equally and ratably with such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)Debt; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):Debt secured by

Limitations on Liens. (a) The Company will not, and will not permit any of its Restricted Subsidiary toSubsidiaries, directly or indirectly, to create, assume, incur or guarantee otherwise cause or suffer to exist or become effective any Liens of any kind (other than Permitted Liens) on or with respect to any Property or assets of the Company or any of its Restricted Subsidiaries owned on the Issue Date or thereafter acquired or designated, or on the income or profits thereof, unless (i) if such Lien secures Indebtedness which is ranked pari passu with the Notes or any Guarantee, then the Notes or such Guarantee, as the case may be, are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a mortgageLien or (ii) if such Lien secures Subordinated Indebtedness, security interest, pledge, lien, charge or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of then the Notes or thereafter acquiredsuch Guarantee, unless as the Notes case may be, are at least equally secured and ratably secured with the Lien securing such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not shall be subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of granted to the holders of the Notes and any other debt securities of any series issued pursuant or such Guarantee, as the case may be, at least to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that same extent as such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply Indebtedness is subordinated to the following (Notes or such Guarantee, as the “Permitted Liens”):case may be.

Limitations on Liens. (a) The Company will notnot itself, and will not permit or suffer any Restricted Subsidiary to, create, assume, create or incur or guarantee suffer to be created or incurred or to exist any Indebtedness secured by a mortgage, Lien, security interest, pledge, lien, charge or other encumbrance upon of any of its kind on, or its Restricted Subsidiaries’ properties pledge of, any property or assets (a “Lien”)of any kind, real or personal, tangible or intangible, of the Company or any such Subsidiary, whether owned on the date of issuance original issue of the Notes or thereafter acquired, unless or acquire or agree to acquire any property or assets of any kind under a conditional sale agreement or other title retention agreement or file or permit the Notes are at least filing of any financing statement under the Uniform Commercial Code or other similar notice under any other similar statute without equally and ratably securing the Notes with all other obligations secured with thereby and which security shall be created and conveyed by documentation (which may include an intercreditor agreement) determined prior to such secured Indebtedness conveyance to be satisfactory in scope, form and substance to the Required Holders and which security shall continue in full force and effect until either (together with, if x) the Company so determines, any other Indebtedness of or guaranty same is released by the Company Required Holders, (y) all other obligations secured thereby are discharged, or such Restricted Subsidiary then existing or thereafter created that (z) the security is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of released by the holders of all such other obligations, and in any case the Notes and any other debt securities of any series issued pursuant shall have the benefit, to the Indenture full extent that the holders may be entitled thereto under applicable law, of an equitable Lien on such property or assets equally and having ratably securing the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)Notes; provided, however, that the above restrictions provisions of this Section 10.3 shall not apply to prevent or restrict the following (creation, incurring or existence of any of the “Permitted Liens”):following:

Limitations on Liens. (a) The So long as any Notes remain outstanding, the Company will notmay not directly or indirectly, incur, and will not permit any Restricted Subsidiary of its Subsidiaries to, create, assumedirectly or indirectly, incur or guarantee any Indebtedness secured by a mortgageLien upon any property or assets (including Capital Stock) of the Company, security interest, pledge, lien, charge or other encumbrance upon any of its Subsidiaries or upon any shares of stock or Indebtedness of any of its Restricted Subsidiaries’ properties Subsidiaries (whether such property, assets, shares of stock or Indebtedness are now existing or owed or hereafter created or acquired) without in any such case effectively providing, concurrently with the incurrence of any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, that the Notes or, in respect of Liens on the property or assets (a “Lien”)of any Subsidiary Guarantor, whether owned on the date Guarantee of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness Subsidiary Guarantor (together with, if the Company shall so determinesdetermine, any other Indebtedness of or guaranty guarantee by the Company Company, the Subsidiary Guarantors or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders their respective Subsidiaries ranking equally in right of payment with the Notes or the Guarantee) shall be secured equally and any other debt securities of any series issued pursuant ratably with (or, at the Company’s option, prior to) such Indebtedness to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)so secured; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, create, assume, incur or guarantee otherwise cause or suffer to exist or become effective any Liens of any kind (other than Permitted Liens) upon any property or asset of the Company or any of its Restricted Subsidiaries or any shares of Capital Stock or Indebtedness of any Restricted Subsidiary which owns property or assets, now owned or hereafter acquired, to secure Indebtedness which is pari ---- passu with or subordinate in right of payment to the Notes unless (i) if such ----- Lien secures Indebtedness which is pari passu with the Notes, then the Notes are ---- ----- secured on an equal and ratable basis with the obligations so secured until such time as such obligation is no longer secured by a mortgage, security interest, pledge, lien, charge Lien or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with ii) if such secured Lien secures Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that which is not subordinated to the Notes) for so long as , any such other Indebtedness is so secured (and any Lien created for shall be subordinated to the benefit of Lien granted to the holders Holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that same extent as such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply Indebtedness is subordinated to the following (the “Permitted Liens”):Notes.

Limitations on Liens. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, create, assume, incur or guarantee otherwise cause or suffer to exist any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or Liens of any kind (other encumbrance than Permitted Liens) upon any property or asset of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing to secure Indebtedness which is pari passu with or thereafter created that subordinate in right of payment to the Notes or the Guarantees, as the case may be, unless (i) if such Lien secures Indebtedness which is not pari passu with the Notes or the Guarantees, the Notes or the Guarantees, as the case may be, are secured on an equal and ratable basis with the obligation so secured until such time as such obligation is no longer secured by a Lien and (ii) if such Lien secures Indebtedness which is subordinated to the Notes) for so long as Notes or the Guarantees, such other Indebtedness is so secured (by such Lien and any such Lien created for shall be subordinated to the benefit of Lien granted to the holders Holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that same extent as such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply Indebtedness is subordinated to the following (Notes or the “Permitted Liens”):Guarantees, as the case may be.

Limitations on Liens. (a) The So long as any Notes remain outstanding, the Company will notshall not directly or indirectly, incur, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, create, assumedirectly or indirectly, incur or guarantee any Indebtedness secured by a mortgageLien upon any property or assets (including Capital Stock) of the Company, security interest, pledge, lien, charge or other encumbrance upon any of its Subsidiaries or upon any shares of stock or Indebtedness of any of its Restricted Subsidiaries’ properties Subsidiaries (whether such property, assets, shares of stock or Indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing, concurrently with or prior to the incurrence of any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, that the Notes or, in respect of Liens on the property or assets (a “Lien”)of any Subsidiary Guarantor, whether owned on the date Guarantee of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness Subsidiary Guarantor (together with, if the Company shall so determinesdetermine, any other Indebtedness of or guaranty guarantee by the Company Company, the Subsidiary Guarantors or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders their respective Subsidiaries ranking equally in right of payment with the Notes or the Guarantee) shall be secured equally and any other debt securities of any series issued pursuant ratably with (or, at the Company’s option, prior to) such Indebtedness to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)so secured; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The Company Issuers will not, and will not permit any of their Restricted Subsidiary Subsidiaries to, create, assume, incur or guarantee otherwise cause or suffer to exist or become effective any Liens of any kind (other than Permitted Liens) upon any property or asset of an Issuer or any of their Restricted Subsidiaries or any shares of Capital Stock or Indebtedness of any Restricted Subsidiary of an Issuer which owns property or assets, now owned or hereafter acquired, unless (i) if such Lien secures Indebtedness which is pari passu with the Notes (without giving effect to the ---- ----- principles of structural subordination), then the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligation is no longer secured by a mortgage, security interest, pledge, lien, charge Lien or other encumbrance upon (ii) if such Lien secures Indebtedness which is subordinated to any debt of its or its a Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determinesSubsidiary, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not Lien shall be subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of granted to the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that same extent as such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply Indebtedness is subordinated to the following (the “Permitted Liens”):Notes.

Limitations on Liens. (a) The So long as any Notes remain outstanding, the Company will notmay not directly or indirectly, incur, and will may not permit any Restricted Subsidiary of its Subsidiaries to, create, assumedirectly or indirectly, incur or guarantee any Indebtedness secured by a mortgageLien upon any property or assets (including Capital Stock) of the Company, security interest, pledge, lien, charge or other encumbrance upon any of its Subsidiaries or upon any shares of stock or Indebtedness of any of its Restricted Subsidiaries’ properties Subsidiaries (whether such property, assets, shares of stock or Indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing, concurrently with or prior to the incurrence of any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, that the Notes or, in respect of Liens on the property or assets (a “Lien”)of any Subsidiary Guarantor, whether owned on the date Guarantee of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness Subsidiary Guarantor (together with, if the Company shall so determinesdetermine, any other Indebtedness of or guaranty guarantee by the Company Company, the Subsidiary Guarantors or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders their respective Subsidiaries ranking equally in right of payment with the Notes or the Guarantee) shall be secured equally and any other debt securities of any series issued pursuant ratably with (or, at the Company’s option, prior to) such Indebtedness to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)so secured; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, create, assume, incur or guarantee otherwise cause or permit to exist or become effective any Indebtedness secured by a mortgage, security interest, pledge, lien, charge Liens (other than Permitted Liens) upon: (i) any property or other encumbrance upon asset of the Company or any Subsidiary of its or its Restricted Subsidiaries’ properties or assets (a “Lien”)the Company, whether owned on the date Restatement Date or acquired after the Restatement Date; (ii) any shares of issuance stock or debt of any Subsidiary, now owned or hereafter acquired; and (iii) any income or profits therefrom, or assign or otherwise convey any right to receive income or profits thereon unless: (a) if such Lien secures Senior Indebtedness, the Notes and the Guarantee are secured on an equal and ratable basis with the obligation so secured until such time as such obligation is no longer secured by a Lien; or (b) if such Lien secures Subordinated Indebtedness, such Lien shall be subordinated to a Lien granted to the Holders on the same collateral as that securing such Lien to the same extent as such Subordinated Indebtedness is subordinated to the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):Guarantee.

Limitations on Liens. (ai) The Company Guarantor will not, and will not permit any Restricted Subsidiary to, createissue, assume, incur assume or guarantee any Indebtedness notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (herein referred to as "indebtedness") secured by a any mortgage, security interest, pledge, lien, charge pledge or other encumbrance lien (herein referred to as "mortgage") of or upon any Principal Property, or upon shares of its capital stock or its Restricted Subsidiaries’ properties evidences of indebtedness for borrowed money issued by any Subsidiary that owns Principal Property and owned by the Guarantor or assets (a “Lien”)any Subsidiary, whether owned on at the date of issuance of the Notes this Agreement or thereafter acquired, unless without making effective provision, and the Notes are at least Guarantor in each case will make or cause to be made effective provision, whereby the obligations of the Guarantor pursuant to the Guaranty shall be secured equally and ratably secured with such secured Indebtedness (together withor at the option of the Guarantor, if the Company so determinesprior to) any and all other indebtedness thereby secured, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is indebtedness shall be so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)secured; provided, however, that the above restrictions this subsection (e) shall not apply to indebtedness secured by any of the following (the “Permitted Liens”):following:

Limitations on Liens. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, create, assume, incur or guarantee otherwise cause or suffer to exist or become effective any Liens of any kind (other than Permitted Liens) upon any property or asset of the Company or any Restricted Subsidiary or any shares of stock or debt of any Restricted Subsidiary which owns property or assets, now owned or hereafter acquired, in any case which secures Indebtedness pari passu with or ---- ----- subordinated to the Notes unless (i) if such Lien secures Indebtedness which is pari passu with the Notes, then the Notes are secured on an equal and ratable ---- ----- basis with the obligations so secured until such time as such obligation is no longer secured by a mortgage, security interest, pledge, lien, charge Lien or other encumbrance upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with ii) if such secured Lien secures Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that which is not subordinated to the Notes) for so long as , any such other Indebtedness is so secured (and any Lien created for shall be subordinated to the benefit of Lien granted to the holders Holders of the Notes and any other debt securities of any series issued pursuant in the same collateral to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that same extent as such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply subordinated Indebtedness is subordinated to the following (the “Permitted Liens”):Notes.

Limitations on Liens. (a) The So long as any Notes remain outstanding, the Company will notmay not directly or indirectly, incur, and will not permit any Restricted Subsidiary of its Subsidiaries to, create, assumedirectly or indirectly, incur or guarantee any Indebtedness secured by a mortgageLien upon (i) any property or assets (including Capital Stock) of the Company, security interest, pledge, lien, charge or other encumbrance upon any of its Subsidiaries or (ii) upon any shares of stock or Indebtedness of any of its Restricted Subsidiaries’ properties Subsidiaries (whether such property, assets, shares of stock or Indebtedness are now existing or owed or hereafter created or acquired), in any such case unless, prior to or concurrently with the incurrence of any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, the Notes or, in respect of Liens on any property or assets (a “Lien”)of any Subsidiary Guarantor, whether owned on the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness Guarantees (together with, if the Company shall so determinesdetermine, any other Indebtedness of or guaranty Guarantee by the Company Company, the Subsidiary Guarantors or any of their respective Subsidiaries ranking equally in right of payment with the Notes or such Restricted Subsidiary then existing or thereafter created that is not subordinated Guarantee) shall be secured equally and ratably with (or, at the Company’s option, prior to) such Indebtedness to the Notes) for be so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)secured; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The Company will shall not, and will shall -------------------- not permit any Restricted Subsidiary Guarantor to, create, assumeIncur, incur assume or guarantee otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness secured by a mortgagethat is pari passu with the Securities or the applicable Guarantee, security interest---- ----- as the case may be, pledgeor is Subordinated Indebtedness, lien, charge or other encumbrance upon any of its their property or its Restricted Subsidiaries’ properties assets, now owned or assets hereafter acquired (a “Lien”other than Permitted Liens), whether owned on unless all payments due under this Indenture and the date of issuance of the Notes or thereafter acquired, unless the Notes Securities are at least secured equally and ratably with (or prior to, in the case of Subordinated Indebtedness) the obligations so secured with until such time as such obligations are no longer secured by such Lien; provided that this restriction shall not apply to any Lien -------- securing Acquired Indebtedness (together with, if created prior to the Company so determines, any other Incurrence of such Indebtedness of or guaranty by the Company or any Subsidiary Guarantor (and to successive extensions or refinancings thereof), where such Restricted Subsidiary then existing or thereafter created that is not subordinated Lien only extends to the Notes) for so long as assets that were subject to such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant prior to the Indenture and having related acquisition by the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon Company or the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the following (the “Permitted Liens”):Subsidiary Guarantor.

Limitations on Liens. (a) The So long as any Notes remain Outstanding, the Company will notshall not directly or indirectly, incur, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, create, assumedirectly or indirectly, incur or guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance Lien upon any of its or its Restricted Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance including Capital Stock) of the Notes Company, or thereafter any of its Subsidiaries or upon any shares of stock or Indebtedness of any of its Subsidiaries (whether such property, assets, shares or Indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing, unless concurrently with or prior to the incurrence of any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, that the Notes are at least equally and ratably secured with or, in respect of Liens on any property or assets of any Subsidiary Guarantor, the Guarantee of such secured Indebtedness Subsidiary Guarantor (together with, if the Company shall so determinesdetermine, any other Indebtedness of or guaranty guarantee by the Company Company, the Subsidiary Guarantors or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders their respective Subsidiaries ranking equally in right of payment with the Notes or the Guarantee) shall be secured equally and any other debt securities of any series issued pursuant ratably with (or, at the Company’s option, prior to) such Indebtedness to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness)so secured; provided, however, that the above foregoing restrictions shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The Company will not, Nothing in this Guarantee or in -------------------- any other Related Document shall in any way restrict or prevent the Guarantor or any of its Subsidiaries from incurring any Indebtedness; provided that the -------- Guarantor covenants and will not permit agrees that neither it nor any Restricted Subsidiary towill issue, create, assume, incur assume or guarantee any Indebtedness notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter called "Debt") secured ---- by a mortgage, security interest, pledge, lien, charge pledge or other encumbrance (hereinafter called "Mortgages") upon any Principal Property, or upon any shares of its or its stock of any --------- Restricted Subsidiaries’ properties or assets (a “Lien”)Subsidiary, whether owned on without effectively providing that the date of issuance of the Notes or thereafter acquired, unless the Notes are at least equally and ratably secured with such secured Indebtedness Guarantor Obligations (together with, if the Company Guarantor so determines, any other Indebtedness of indebtedness or guaranty by the Company or such Restricted Subsidiary obligation then existing and any other indebtedness or obligation, thereafter created that is not subordinated created, ranking equally with or prior to the NotesGuarantor Obligations) for shall be secured equally and ratably with (or, at the option of the Guarantor, prior to) such Debt so long as such other Indebtedness is Debt shall be so secured (and any Lien created for the benefit of the holders of the Notes and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtedness); providedsecured, however, except that the above restrictions foregoing provisions shall not apply to the following (the “Permitted Liens”):to:

Limitations on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary to, createissue, assume, incur guarantee or guarantee become liable for any Indebtedness notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (herein referred to for purposes of this Section 10.6 as "indebtedness") secured by a any mortgage, security interest, pledge, lien, charge pledge or other encumbrance lien (herein referred to for purposes of this Section 10.6 as a "mortgage") of or upon (x) any Principal Domestic Manufacturing Plant or (y) shares of its capital stock or its indebtedness issued by any Restricted Subsidiaries’ properties Subsidiary and owned by the Company or assets (a “Lien”)any Restricted Subsidiary, whether owned at the date of this Indenture or thereafter acquired, without making effective provision, and the Company in each case will make or cause to be made effective provision, whereby the Securities shall be secured by such mortgage equally and ratably with (or prior to) any and all other indebtedness thereby secured, so long as such indebtedness shall be so secured (for the purpose of providing such equal and ratable security the principal amount of the Securities shall mean and shall not be less than that principal amount that could be declared to be due and payable pursuant to Section 5.2 on the date of issuance the making of such effective provision and the Notes or thereafter acquired, unless extent of such equal and ratable security shall be adjusted semi-annually to reflect the Notes are at least equally and ratably secured with such secured Indebtedness (together with, if the Company so determines, any other Indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created that is not subordinated change in said principal amount over time pursuant to the Notes) for so long as such other Indebtedness is so secured (and any Lien created for the benefit of the holders of the Notes Section 5.2 and any other debt securities of any series issued pursuant to the Indenture and having the benefit of this Section 2.8 shall provide by its terms that such Lien will be automatically released and discharged upon the release and discharge of the Lien securing such other Indebtednessprovision hereof); provided, however, that the above restrictions foregoing restriction shall not apply to indebtedness secured by any of the following (the “Permitted Liens”):following: