Common use of Limitation on Liens Clause in Contracts

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall IR Parent covenants and agrees for the benefit of each series of Securities, other than any series established by or pursuant to a Board Resolution or an Officer’s Certificate of the Issuer of such series or in one or more supplemental indentures hereto which specifically provides otherwise, that IR Parent will not, and shall will not permit any Restricted Subsidiary to, directly create, assume or indirectly, create or permit to exist guarantee any Lien indebtedness for money borrowed secured by a Mortgage (other than Permitted Liensi) on any Principal Property of its property IR Parent or assets of a Restricted Subsidiary or (including Capital Stock ii) on any shares or Funded Indebtedness of a Restricted Subsidiary (whether such Principal Property, shares or Funded Indebtedness are now owned or hereafter acquired) without, in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the Securities (together, if IR Parent shall so determine, with any other Person), whether owned on the date of this Indenture indebtedness then or thereafter acquiredexisting, securing any Indebtedness (the “Initial Lien”)created, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property assumed or assets, any Subsidiary Guarantee of guaranteed by IR Parent or such Restricted Subsidiary, Subsidiary ranking equally with the Securities) shall be secured equally and ratably with (or on a senior basis prior to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so indebtedness; excluding, however, from the foregoing any indebtedness secured by such Initial Lien. Any such Lien thereby created in favor a Mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the Notes principal of such indebtedness or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge expansion of the Initial Lien to which it relates, (ii) in the case of any collateral securing such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.indebtedness):

Limitation on Liens. The (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series, so long as any Securities of any series are Outstanding, the Company shall notwill not pledge, and shall not mortgage, hypothecate or grant a security interest in, or permit any Restricted Subsidiary tomortgage, directly pledge, security interest or indirectlyother lien upon, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock capital stock of any other Person)Subsidiary now or hereafter owned by the Company, whether owned on the date of this Indenture or thereafter acquired, securing to secure any Indebtedness (the “Initial Lien”), unless contemporaneously therewith hereinafter defined) without concurrently making effective provision is made to secure whereby the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with Outstanding Securities shall (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is other Indebtedness shall be so secured) be equally and ratably secured by with any and all such Initial Lien. Any other Indebtedness and any other indebtedness similarly entitled to be equally and ratably secured; provided, however, that this restriction shall not apply to nor prevent the creation or existence of: (1) any mortgage, pledge, security interest, lien or encumbrance upon any such Lien thereby capital stock created in favor at the time of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge acquisition of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held capital stock by the Company or any Restricted Subsidiary in, or within 270 days after such time to secure all or a portion of the purchase price for such capital stock; (2) any mortgage, pledge, security interest, lien or encumbrance upon any such capital stock existing thereon at the time of the acquisition thereof by the Company (whether or not the obligations secured thereby are assumed by the Company); (3) any extension, renewal or refunding of any mortgage, pledge, security interest, lien or encumbrance permitted by Subsection (1) or (2) above on capital stock of any Subsidiary theretofore subject thereto (or substantially all the assets ofsame capital stock) or any portion thereof; or (4) any judgment, any Restricted Subsidiary creating such Initial Lien.levy, execution, attachment or other similar lien arising in connection with court proceedings, provided that either

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless (a) in the case of an Initial Lien on any Collateral, such Initial Lien expressly has Junior Lien Priority on such Collateral in relation to the Notes and the Subsidiary Guarantees, as applicable or (b) in the case of an Initial Lien on any other asset or property, contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens any Initial Lien on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary Guarantor to, directly or indirectly, create create, Incur or permit to exist any Lien (other than except Permitted Liens) on any of its property or assets (including Capital Stock of any other Person)each, whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the an “Initial Lien”)) that secures obligations under any Indebtedness or any related guarantee, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s asset or property of the Company or assets, any Subsidiary Guarantee of such Restricted SubsidiaryGuarantor, equally and ratably with unless: (or on a senior basis to, 1) in the case of Liens securing Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so Indebtedness, the Notes and related Guarantees are secured by a Lien on such Initial Lienproperty, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Subsidiary Guarantees are equally and ratably secured. Any such Lien thereby created in favor for the benefit of the Holders of the Notes or any pursuant to the preceding sentence shall provide by its terms that such Subsidiary Guarantee will Lien shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501the covenant described under “Merger and Consolidation”) to any Person not an Affiliate of other than the Company or a Subsidiary Guarantor of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary Guarantor in, or all or substantially all the assets of, any Restricted Subsidiary Guarantor creating such Initial Lien.

Limitation on Liens. The Company (a) Holdings shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or) unless, in respect the case of Initial Liens on any Restricted Subsidiary’s asset or property or assetsother than Collateral, any Subsidiary Guarantee of such Restricted Subsidiary, the Term Loan Facilities Obligations are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligationssuch Initial Lien secures any Junior Debt) the obligations secured by such obligation Initial Lien for so long as such obligation is obligations are so secured by such Initial Liensecured. Any such Lien thereby created in favor of the Notes Term Loan Facilities Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or any such Subsidiary Guarantee senior, as applicable) Lien for the benefit of the Term Loan Facilities Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeLoan Party Guaranty, upon the termination and discharge of such Subsidiary Guarantee Loan Party Guaranty in accordance with the terms thereof, hereof and of Section 1303 the ABL Intercreditor Agreement, the Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Holdings that is governed by Section 501the provisions of Subsection 8.7) to any Person not an Affiliate of the Company Holdings of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Holdings or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liensthe “Initial Lien”) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness Indebtedness, other than such Initial Lien if (a) the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture Notes and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Guarantees are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor such Initial Lien secures any Subordinated Obligations) such obligation for so long as such obligation is so the Obligations secured by such Initial Lien or (b) such Initial Lien is a Permitted Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Note Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Note Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, relates or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all upon foreclosure of the assets of the Company that is governed by Section 501Initial Lien) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or) unless, in respect the case of Initial Liens on any Restricted Subsidiary’s asset or property or assetsother than Collateral, any Subsidiary Guarantee of such Restricted Subsidiary, the Term Loan Facility Obligations are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligationssuch Initial Lien secures any Junior Debt) the obligations secured by such obligation Initial Lien for so long as such obligation is obligations are so secured by such Initial Liensecured. Any such Lien thereby created in favor of the Notes Term Loan Facility Obligations pursuant to the preceding sentence requiring an equal and ratable (or any such Subsidiary Guarantee senior, as applicable) Lien for the benefit of the Term Loan Facility Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeGuaranty, upon the termination and discharge of such Subsidiary Guarantee Guaranty in accordance with the terms thereof, hereof and of Section 1303 the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Parent Borrower that is governed by Section 501the provisions of Subsection 8.7) to any Person not an Affiliate of the Company Parent Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Parent Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by the provisions of Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens any Initial Lien on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this the Indenture or thereafter acquired, securing any Indebtedness that is not Senior Indebtedness or Guarantor Senior Indebtedness (the “"Initial Lien”"), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this the Indenture and the Notes Securities or, in respect of Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Note Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes Securities or any such Subsidiary Note Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 12.4 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 5017.1) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness of the Company or any Subsidiary Guarantor that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee thereof (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, relates or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by the provisions of Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, incur, assume or permit suffer to exist any Lien of any kind (other than Permitted Liens) on or with respect to any of its property or assets (assets, including Capital Stock any shares of stock or Debt of any other Person)Restricted Subsidiary of the Company, whether owned on at the date of this Indenture Issue Date or thereafter acquired, securing or any Indebtedness (the “Initial income, profits or proceeds therefrom, or assign or otherwise convey any right to receive income thereon, where such Lien”), assignment or conveyance secures Debt, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, x) in the case of any Lien securing Subordinated Obligations Debt, the Notes are secured by a Lien on such property, assets or Guarantor Subordinated Obligationsincome, profits or proceeds that is senior in priority to such Lien and (y) such in the case of any other Lien, the Notes are equally and ratably secured with the obligation for so long as such obligation is so or liability secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien or Liens to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial LienLien or Liens, or of all of the Capital Stock held by the Company or any of its Restricted Subsidiary Subsidiaries in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial LienLien or Liens.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the an “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with either: (or on a senior basis to, a) in the case of Subordinated Obligations or Guarantor an Initial Lien securing any Subordinated Obligations) such obligation for so long as such obligation is so , the Notes and the Subsidiary Guarantees are secured by a Lien on such property or assets that is senior in priority to such Initial Lien; or (b) in all other cases, the Notes and the Subsidiary Guarantees are secured equally and ratably with, or on a senior-priority basis to, such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee pursuant to clause (a) or (b) of the immediately preceding paragraph will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company U.S. Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or) unless, in respect the case of Initial Liens on any Restricted Subsidiary’s asset or property or assetsother than Collateral, any Subsidiary Guarantee of such Restricted Subsidiary, the Obligations are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligationssuch Initial Lien secures any Junior Debt) the obligations secured by such obligation Initial Lien for so long as such obligation is obligations are so secured by such Initial Liensecured. Any such Lien thereby created in favor of the Notes Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or any such Subsidiary Guarantee senior, as applicable) Lien for the benefit of the Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeGuarantee of a Loan Party, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms thereof, hereof and of Section 1303 the Intercreditor Agreement, in each case, to the extent applicable or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company U.S. Parent Borrower that is governed by the provisions of Section 5019.7) to any Person not an Affiliate of the Company U.S. Parent Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company U.S. Parent Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock Equity Interests of any other Person), whether owned on the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock Equity Interests held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall (1) will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly create, incur or indirectly, create or permit to exist assume any Lien Indebtedness secured by any Liens (other than Permitted Liens) on upon any Principal Property of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary inand (2) will not, and will not permit any Subsidiary to, create, incur or all assume any Indebtedness secured by any Liens (other than Permitted Liens) upon the Capital Stock of any Restricted Subsidiary, unless (as to each of clauses (1) and (2)) the Notes or substantially all the assets ofSubsidiary Guarantee (if any) of such Subsidiary, as applicable (together with, if the Company shall so determine, any Restricted other Indebtedness of the Company or such Subsidiary creating that is not subordinate in right of payment to the prior payment in full of the Notes) is equally and ratably secured for so long as such Initial LienIndebtedness shall be so secured; provided that if such Indebtedness is expressly subordinated to the Notes or a Subsidiary Guarantee, the Lien securing such Indebtedness will be subordinated and junior to the Lien securing the Notes or such Subsidiary Guarantee. Notwithstanding the preceding provisions, the Company or any Subsidiary may create, incur or assume Indebtedness secured by Liens (other than Permitted Liens) if the aggregate principal amount of such Indebtedness and all other Indebtedness of the Company and any Subsidiary theretofore created, incurred or assumed pursuant to this exception in this Section 1108 and outstanding at such time does not exceed the greater of (i) $3.0 billion or (ii) 15% of the Adjusted Consolidated Net Tangible Assets of the Company.

Limitation on Liens. The Company and the Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, directly or indirectly, create create, Incur or permit to exist any Lien (other than except Permitted Liens) on any of its property or assets (including Capital Stock of any other Person)each, whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the an “Initial Lien”)) that secures obligations under any Indebtedness or any related guarantee, unless contemporaneously therewith effective provision is made to secure on any asset or property of the Indebtedness due under this Indenture Company and the Notes or, in respect of Liens on any Restricted Subsidiary’s property Issuer or assets, any Subsidiary Guarantee of such Restricted SubsidiaryGuarantor, equally and ratably with unless: (or on a senior basis to, 1) in the case of Liens securing Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so Indebtedness, the Notes and related Guarantees are secured by a Lien on such Initial Lienproperty, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Subsidiary Guarantees are equally and ratably secured, except that the foregoing shall not apply to Liens securing the Notes (other than any Additional Notes) and related Guarantees. Any such Lien thereby created in favor for the benefit of the Holders of the Notes or any pursuant to the preceding sentence shall provide by its terms that such Subsidiary Guarantee will Lien shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company or the Issuer that is governed by Section 5014.1) to any Person not an Affiliate of other than the Company Company, the Issuer or a Subsidiary Guarantor of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Company, the Issuer or any Restricted Subsidiary Guarantor in, or all or substantially all of the assets of, any Restricted Subsidiary Guarantor creating such Initial Lien.

Limitation on Liens. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create create, incur or permit to exist affirm any Lien (other than Permitted Liens) on of any of its kind upon any property or assets (including Capital Stock any intercompany notes) of the Company or any other Person), whether Restricted Subsidiary owned on the date of this Indenture Issue Date or thereafter acquiredacquired thereafter, securing or assign or convey any Indebtedness (the “Initial Lien”)right to receive any income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, (or a Guarantee in respect the case of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, a Guarantor) are directly secured equally and ratably with (or on a senior basis toor, in the case of Subordinated Obligations Indebtedness, prior or Guarantor senior thereto, with the same relative priority as the Notes shall have with respect to such Subordinated ObligationsIndebtedness) such the obligation for so long as such obligation is so or liability secured by such Initial LienLien except for any Permitted Liens. Any such Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary Guarantee will granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon (i) the release and discharge by the holders of the Initial Pari Passu Indebtedness or Subordinated Indebtedness described above of their Lien to which it relateson the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, (ii) in at such time as the case holders of any all such Pari Passu Indebtedness or Subordinated Indebtedness also release their Lien in favor on the property or assets of any the Company or such Subsidiary GuaranteeRestricted Subsidiary, or upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or permit to exist Incur any Lien (the “Initial Lien”), other than Permitted Liens) on , upon any of its property or assets (including Capital Stock of any other PersonRestricted Subsidiaries), whether owned on the date of this Indenture Issue Date or thereafter acquiredacquired after that date, securing which Lien secures any Indebtedness (the “Initial Lien”)Indebtedness, unless contemporaneously therewith with the Incurrence of such Lien effective provision is made to secure the Indebtedness due under this Indenture and with respect to the Notes or, in with respect of to Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, prior to in the case of Subordinated Obligations or Guarantor Liens with respect to Subordinated Obligations) the Indebtedness secured by such obligation Lien for so long as such obligation Indebtedness is so secured by such Initial Liensecured. Any such Lien thereby created in favor for the benefit of the Holders of the Notes or any pursuant to the preceding sentence shall provide by its terms that such Subsidiary Guarantee will Lien shall be automatically and unconditionally released and discharged (a) upon (i) the release and discharge of the Initial Lien to which it relatesLien, (iib) upon the sale or other disposition of the assets subject to such Initial Lien (or the sale or other disposition of the Person that owns such assets) in compliance with the case terms of any such Lien in favor of any such Subsidiary Guaranteethis Indenture, (c) upon the termination and discharge designation of a Restricted Subsidiary whose property or assets secure such Initial Lien as an Unrestricted Subsidiary Guarantee in accordance with the terms of Section 1303 this Indenture or (iiid) upon the effectiveness of any sale, exchange defeasance or transfer (other than a transfer constituting a transfer of all or substantially all satisfaction and discharge of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial LienNotes as specified in this Indenture.

Limitation on Liens. The Company and the Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, directly or indirectly, create create, Incur or permit to exist any Lien (other than except Permitted Liens) on any of its property or assets (including Capital Stock of any other Person)each, whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the an “Initial Lien”)) that secures obligations under any Indebtedness or any related guarantee, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s asset or property of the Company, the Issuer or assets, any Subsidiary Guarantee of such Restricted SubsidiaryGuarantor, equally and ratably with unless: (or on a senior basis to, 1) in the case of Liens securing Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so Indebtedness, the Notes and related Guarantees are secured by a Lien on such Initial Lienproperty, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Subsidiary Guarantees are equally and ratably secured. Any such Lien thereby created in favor for the benefit of the Holders of the Notes or any pursuant to the preceding sentence shall provide by its terms that such Subsidiary Guarantee will Lien shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company or the Issuer that is governed by Section 501the covenant described under “Merger and Consolidation”) to any Person not an Affiliate of other than the Company Company, the Issuer or a Subsidiary Guarantor of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Company, the Issuer or any Restricted Subsidiary Guarantor in, or all or substantially all the assets of, any Restricted Subsidiary Guarantor creating such Initial Lien.

Limitation on Liens. The Company shall Issuers may not, and shall may not permit any Restricted Subsidiary toSubsidiary, directly or indirectly, create to Incur or permit to exist any Lien (other than Permitted Liens) on any asset now (i) Liens to secure up to $ million, minus the aggregate principal amount of its property or assets Notes issued pursuant to the Initial Purchasers, over-allotment option, of Debt permitted to be Incurred under this Indenture (including Capital Stock of the Debt outstanding at any other Person)time under the 11 3/8 Indenture, whether owned on the date of this 11 1/4 Indenture or thereafter acquired, securing any Indebtedness (and the “Initial Lien”), unless contemporaneously therewith 10 3/4 Indenture) so long as effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Securities equally and ratably with (or on a senior basis prior to, ) the obligations so secured; (ii) Liens in favor of Holders of the case of Subordinated Obligations or Guarantor Subordinated ObligationsSecurities; (iii) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created Liens in favor of the Notes Issuers; (iv) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Lien may not extend to any other property owned by such Person or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer its Subsidiaries (other than inventory and receivables generated in the ordinary course of business and substitute property); (v) Liens on property at the time such Person or any of its Subsidiaries acquires such property, including any acquisition by means of a transfer constituting merger or consolidation with or into such Person or a transfer Subsidiary of all such Person; provided, however, that such Liens are not created, incurred or substantially all assumed in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by such Person or any of its Subsidiaries; (vi) Liens securing Debt Incurred pursuant to clause (viii) of Section 4.3(b); provided, however, that the Lien may not extend to any assets owned by an Issuer or any Restricted Subsidiary other than (a) the assets being financed or refinanced and income and proceeds therefrom and (b) any other assets of such obligor securing other Debt of such obligor to the same secured party; (vii) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; (viii) Liens existing on the Issue Date; (ix) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided, however, that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor; (x) Liens incurred in the ordinary course of business of the assets Issuers and the Restricted Subsidiaries with respect to obligations that do not exceed $ million at any one time outstanding and that: (A) are not incurred in connection with the borrowing of money or the Company that is governed by Section 501obtaining of advances or credit (other than trade credit in the ordinary course of business); and (B) to any Person do not an Affiliate of in the Company aggregate materially detract from the value of the property or assets secured by such Initial Lien, or materially impair the use thereof in the operation of all of the Capital Stock held business by the Company or any Issuers and the Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial LienSubsidiaries.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless (a) in the case of an Initial Lien on any Collateral, such Initial Lien expressly has Junior Lien Priority on such Collateral in relation to the Notes and the Guarantees, as applicable, or (b) in the case of an Initial Lien on any other asset or property, contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens any Initial Lien on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien. Section 414.

Limitation on Liens. (a) The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or permit incur, in order to exist secure any Indebtedness, any Lien (of any kind, other than Permitted Liens) on , upon any of its property or assets (including Capital Stock any intercompany notes) of the Company or any other Person), whether Restricted Subsidiary owned on the date of this Indenture hereof or thereafter acquiredacquired after the date hereof, securing or assign or convey, in order to secure any Indebtedness (the “Initial Lien”)Indebtedness, any right to receive any income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, (or a Note Guarantee in respect the case of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, a Guarantor) are directly secured equally and ratably with (or on a senior basis toor, in the case of Subordinated Obligations Indebtedness, prior or Guarantor senior thereto, with the same relative priority as the Notes shall have with respect to such Subordinated ObligationsIndebtedness) such obligation for so long as such obligation is so the Indebtedness secured by such Initial Lien. Any such . (b) Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary a Note Guarantee will granted pursuant to clause (a) above shall be automatically and unconditionally released and discharged upon upon: (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, (ii) any sale, exchange or transfer to any Person not an Affiliate of the Company of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien, or (iii) with respect to any Lien securing a Note Guarantee, the release of such Note Guarantee in accordance with the terms of this Indenture.

Limitation on Liens. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (the "Initial Lien"), other than any Permitted Liens) Lien, on any of its property or assets (including any Capital Stock of any other Personowned by it), whether owned on the date of this Indenture 1997 Notes Issue Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), obligation unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Securities equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated ObligationsIndebtedness expressly subordinated in right of payment to the Securities) such obligation for so long as such obligation is so secured by such secured. The preceding sentence shall not require the Company or any Restricted Subsidiary to secure the Securities if the Initial Lien. Lien consists of one or more Permitted Liens. (b) Any such Lien thereby created in favor for the benefit of the Notes or any such Subsidiary Guarantee will Holders of the Securities pursuant to Section 4.11(a) shall be automatically and unconditionally released and discharged upon the earliest to occur of (i) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of all of the then outstanding Securities, or the payment in full of the principal amount of, and all premium and interest then due and payable on, the then outstanding Securities, (ii) the release and discharge of the Initial Lien to which it relatesLien, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such (including Capital Stock) subject to the Initial Lien, provided that after giving effect to such sale, exchange or of all of transfer such property or assets (including Capital Stock) remain subject to the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted SubsidiarySubsidiary Guarantor’s property or assets, any Subsidiary Guarantee of such Restricted SubsidiarySubsidiary Guarantor, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or permit incur, in order to exist secure any Indebtedness, any Lien (of any kind, other than Permitted Liens) on , upon any of its property or assets (including Capital Stock any intercompany notes) of the Company or any other Person), whether Restricted Subsidiary owned on the date of this Indenture hereof or thereafter acquiredacquired after the date hereof, securing or assign or convey, in order to secure any Indebtedness (the “Initial Lien”)Indebtedness, any right to receive any income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, (or a Note Guaranty in respect the case of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, a Guarantor) are directly secured equally and ratably with (or on a senior basis toor, in the case of Subordinated Obligations Indebtedness, prior or Guarantor senior thereto, with the same relative priority as the Notes shall have with respect to such Subordinated ObligationsIndebtedness) such obligation for so long as such obligation is so the Indebtedness secured by such Initial Lien. Any such . (b) Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary Guarantee will a Note Guaranty granted pursuant to clause (a) above shall be automatically and unconditionally released and discharged upon upon: (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, (ii) any sale, exchange or transfer to any Person not an Affiliate of the Company of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien, or (iii) with respect to any Lien securing a Note Guaranty, the release of such Note Guaranty in accordance with the terms of this Indenture.

Limitation on Liens. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create Incur or permit to exist any Lien (of any nature whatsoever on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and without effectively providing that the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee Note Guaranty of such Restricted Subsidiary, are secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the Notes or on a senior basis any Note Guaranty, prior to, in ) the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation obligations so secured for so long as such obligation is obligations are so secured by such Initial Lien. secured. (b) Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will shall be automatically and unconditionally released and discharged in all respects upon (i) the release and discharge of the Initial other Lien to which it relatesrelates (except a release and discharge upon payment of the obligation secured by such Lien during the pendency of any Default or Event of Default under the Indenture, in which case such Liens shall only be discharged and released upon payment of the Notes or cessation of such Default or Event of Default), (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeNote Guaranty, upon the termination and discharge of such Subsidiary Guarantee Note Guaranty in accordance with the terms of Section 1303 the Indenture or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 5015.01) in compliance with the Indenture to any Person (not an Affiliate of the Company Company) of the property or assets secured by such Initial initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial initial Lien).

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, relates or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by the provisions of Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create Incur or permit to exist any Lien (of any nature whatsoever on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and without effectively providing that the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee Note Guaranty of such Restricted Subsidiary, are secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the Notes or on a senior basis any Note Guaranty, prior to, in ) the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation obligations so secured for so long as such obligation is obligations are so secured by such Initial Lien. secured. (b) Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will shall be automatically and unconditionally released and discharged in all respects upon (i) the release and discharge of the Initial other Lien to which it relatesrelates (except a release and discharge upon payment of the obligation secured by such Lien during the pendency of any Default or Event of Default under this Indenture, in which case such Liens shall only be discharged and released upon payment of the Notes or cessation of such Default or Event of Default), (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeNote Guaranty, upon the termination and discharge of such Subsidiary Guarantee Note Guaranty in accordance with the terms of Section 1303 this Indenture or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 5015.01) in compliance with this Indenture to any Person (not an Affiliate of the Company Company) of the property or assets secured by such Initial initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial initial Lien).

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes Securities or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes Securities or any such Subsidiary Guarantee will shall be automatically and unconditionally released and discharged upon (ia) the release and discharge of the Initial Lien to which it relates, (iib) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 this Indenture or (iiic) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company or a Subsidiary Guarantor that is governed by Section 501the provisions of Article 5) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company shall not, and shall not permit any Restricted Subsidiary Guarantor to, directly or indirectly, create Incur or permit to exist any Lien (other than Permitted Liensthe “Initial Lien”) of any nature whatsoever on any of its property or assets properties (including Capital Stock of any other Persona Restricted Subsidiary), whether owned on at the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness Indebtedness, other than any Initial Lien if (i) the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture Securities and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Guarantees are equally and ratably secured with (or on a senior basis to, in the case of such Initial Lien secures any Subordinated Obligations or Guarantor Subordinated ObligationsObligation) such obligation for so long as such obligation is so the Indebtedness secured by such Initial Lien or (ii) such Initial Lien is a Permitted Lien. . (b) Any such Lien thereby created in favor of securing the Notes Securities or any such Subsidiary Guarantee will pursuant to Section 4.10(a) shall be automatically and unconditionally released and discharged upon (i) upon the release and discharge of the each Initial Lien to which it relates, (ii) in the case of any such Lien in favor of securing any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 this Indenture or (iii) upon any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liensthe “Initial Lien”) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Agreement or thereafter acquired, securing any Indebtedness Indebtedness, other than: (i) in the “case of any Initial Lien on any Collateral, such Initial Lien if it is a Permitted Lien”); and (ii) in the case of any Initial Lien on any asset or property not constituting Collateral, unless contemporaneously therewith effective provision is made to secure such Initial Lien if (A) the Indebtedness due under this Indenture Initial Term Loans and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Guarantees are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor such Initial Lien secures any Subordinated Obligations) such obligation for so long as such obligation is so the Obligations secured by such Initial Lien, or (B) such Initial Lien is a Permitted Lien. Any such Lien thereby created in favor of the Notes Term Loans or any such Subsidiary Guarantee pursuant to clause (ii) of the immediately preceding paragraph will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 9.22 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 5016.08) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien. If, at any time after the Closing Date, the Company or any Subsidiary Guarantor creates any Lien upon any asset or property that is not at such time Collateral in order to secure any other Non-ABL Secured Debt Obligations (any such Lien, a “New Lien”), it must within 30 days xxxxx x Xxxx upon such property or assets as security for the Initial Term Loans or the applicable Subsidiary Guarantee, such that such asset or property subject to such New Lien also becomes subject to a Lien securing the Initial Term Loans or the applicable Subsidiary Guarantee under the Loan Documents with a priority that is equal to the priority of such New Lien (without regard to the exercise of remedies).

Limitation on Liens. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create create, incur, assume or permit suffer to exist any Lien on any asset now owned or hereafter acquired by such Person, or any income or profits therefrom, or assign or convey any right to receive income therefrom (any such Lien, including any such assignment or conveyance, the "Initial Lien") securing Indebtedness of the Company or any Subsidiary Guarantor that is PARI PASSU with or expressly subordinated in right of payment to the Notes (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, are equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation secured thereby for so long as such obligation Indebtedness is so secured by such the Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary Guarantor to, directly or indirectly, create create, Incur or permit to exist any Lien (other than except Permitted Liens) on any of its property or assets (including Capital Stock of any other Person)each, whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the an “Initial Lien”)) that secures obligations under any Indebtedness or any related guarantee, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s asset or property of the Company or assets, any Subsidiary Guarantee of such Restricted SubsidiaryGuarantor, equally and ratably with unless: (or on a senior basis to, 1) in the case of Liens securing Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so Indebtedness, the Notes and related Guarantees are secured by a Lien on such Initial Lienproperty, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Subsidiary Guarantees are equally and ratably secured, except that the foregoing shall not apply to Liens securing the Notes (other than any Additional Notes) and related Guarantees. Any such Lien thereby created in favor for the benefit of the Holders of the Notes or any pursuant to the preceding sentence shall provide by its terms that such Subsidiary Guarantee will Lien shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 5014.1) to any Person not an Affiliate of other than the Company or a Subsidiary Guarantor of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary Guarantor in, or all or substantially all of the assets of, any Restricted Subsidiary Guarantor creating such Initial Lien.

Limitation on Liens. (a) The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or) unless, in respect the case of Initial Liens on any Restricted Subsidiary’s asset or property or assetsother than Collateral, any Subsidiary Guarantee of such Restricted Subsidiary, the Term Loan Facility Obligations are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligationssuch Initial Lien secures any Junior Debt) the obligations secured by such obligation Initial Lien for so long as such obligation is obligations are so secured by such Initial Liensecured. Any such Lien thereby created in favor of the Notes Term Loan Facility Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or any such Subsidiary Guarantee senior, as applicable) Lien for the benefit of the Term Loan Facility Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeGuaranty, upon the termination and discharge of such Subsidiary Guarantee Guaranty in accordance with the terms thereof, hereof and of Section 1303 the ABL/Term Loan Intercreditor Agreement, any Junior Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Borrower that is governed by Section 501the provisions of Subsection 8.7) to any Person not an Affiliate of the Company Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liensthe “Initial Lien”) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness Indebtedness, other than such Initial Lien if (a) the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture Notes and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Note Guarantees are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor such Initial Lien secures any Subordinated Obligations) such obligation for so long as such obligation is so the Obligations secured by such Initial Lien or (b) such Initial Lien is a Permitted Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Note Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Note Guarantee, upon the termination and discharge of such Subsidiary Note Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall (1) will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly create, incur or indirectly, create or permit to exist assume any Lien Indebtedness secured by any Liens (other than Permitted Liens) on upon any Principal Property of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary inand (2) will not, and will not permit any Subsidiary to, create, incur or all assume any Indebtedness secured by any Liens (other than Permitted Liens) upon the Capital Stock of any Restricted Subsidiary, unless (as to each of clauses (1) and (2)) the Notes or substantially all the assets ofSubsidiary Guarantee (if any) of such Subsidiary, as applicable (together with, if the Company shall so determine, any Restricted other Indebtedness of the Company or such Subsidiary creating that is not subordinate in right of payment to the prior payment in full of the Notes) is equally and ratably secured for so long as such Initial LienIndebtedness shall be so secured; provided that if such Indebtedness is expressly subordinated to the Notes or a Subsidiary Guarantee, the Lien securing such Indebtedness will be subordinated and junior to the Lien securing the Notes or such Subsidiary Guarantee. Notwithstanding the preceding provisions, the Company or any Subsidiary may create, incur or assume Indebtedness secured by Liens (other than Permitted Liens) if the aggregate principal amount of such Indebtedness and all other Indebtedness of the Company and any Subsidiary theretofore created, incurred or assumed pursuant to this exception in this Section 1108 and outstanding at such time does not exceed the greater of (i) $4.0 billion or (ii) 15% of the Adjusted Consolidated Net Tangible Assets of the Company.

Limitation on Liens. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create create, Incur or permit suffer to exist any Lien (other than Permitted Liens or, in the case of assets constituting Collateral, Permitted Collateral Liens) on upon any of its property or assets (including Capital Stock of any other Persona Restricted Subsidiary of the Company), whether owned on the date of this Indenture Issue Date or thereafter acquiredacquired after that date, securing or any interest therein or any income or profits therefrom, which Lien secures any Indebtedness (such Lien, the “Initial Lien”), unless contemporaneously therewith with the Incurrence of such Initial Lien effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (with, or on a senior basis prior to, in the case of Liens with respect to Subordinated Obligations or Guarantor Subordinated Obligations) Indebtedness, the Indebtedness secured by such obligation Initial Lien for so long as such obligation Indebtedness is so secured by such Initial Liensecured. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate other than the Company or any Subsidiary of the Company of the property or assets secured by such Initial Lien, Lien or of all (iii) upon the defeasance or discharge of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial LienNotes in accordance with Article 8.

Limitation on Liens. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist incur any Lien (other than a Permitted LiensLien) on of any of its kind securing any Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) upon any property or assets (including Capital Stock any intercompany notes) of the Company or any other Person), whether Restricted Subsidiary owned on the date of this Indenture or thereafter acquiredacquired after the date of this Indenture, securing or (other than a Permitted Lien) assign or convey any Indebtedness (the “Initial Lien”)right to receive any income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes orSecurities (or a Guarantee, if any, in respect the case of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, a Guarantor) are directly secured equally and ratably with (or on a senior basis toor, in the case of Subordinated Obligations Indebtedness, prior or Guarantor senior thereto, with the same relative priority as the Securities shall have with respect to such Subordinated ObligationsIndebtedness) such obligation for so long as such obligation is so secured by such Initial LienIndebtedness. Any such Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary Guarantee will Securities granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon (i) the release and discharge by the holders of the Initial Indebtedness described above of their Lien to which it relateson the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), (ii) in at such time as the case holders of any all such Indebtedness also release their Lien in favor on the property or assets of any the Company or such Subsidiary GuaranteeRestricted Subsidiary, or upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “"Initial Lien”), ") unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes Securities or, in respect of Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Guarantee Guaranty of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes Securities or any such Subsidiary Guarantee Guaranty will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, relates or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 5015.01) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist incur any Lien of any kind (other than Permitted Liens) on securing Indebtedness of the Company or any of its property Restricted Subsidiary unless the Securities (or assets (including Capital Stock of any other Person), whether owned on a Guarantee in the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect case of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, a Guarantor) are directly secured equally and ratably with (or on a senior basis toor, in the case of Subordinated Obligations Indebtedness, prior or Guarantor senior thereto, with the same relative priority as the Securities shall have with respect to such Subordinated ObligationsIndebtedness) such obligation for so long as such obligation is so the Indebtedness secured by such Initial Lien. Any such Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary Guarantee will Securities granted pursuant to this Section 1011 shall be automatically and unconditionally released and discharged upon (i) the release and discharge by the holders of the Initial Indebtedness described above of their Lien to which it relateson the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), (ii) in the case of any securing such Lien in favor of any such Subsidiary GuaranteeIndebtedness, or upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by subject to such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating that owns the property or assets subject to such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary Guarantor to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted SubsidiarySubsidiary Guarantor’s property or assets, any Subsidiary Guarantee of such Restricted SubsidiarySubsidiary Guarantor, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company shall Issuer will not, and shall the Issuer will not permit any Restricted Subsidiary to, directly or indirectly, create create, Incur or permit suffer to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness (such Lien, the “Initial Lien”), unless contemporaneously therewith or prior to the Incurrence of such Lien, effective provision is made to secure the Indebtedness due under this Indenture Notes and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted SubsidiaryGuarantees, equally and ratably with (or securing on a senior basis tobasis, in the case of Subordinated Obligations a Lien securing Indebtedness for money borrowed that is by its terms expressly subordinated to the Notes or Guarantor Subordinated Obligationsany Notes Guarantee) such obligation for so long as such obligation is so secured by such Initial Lien. . (b) Any such Lien thereby created in favor of the Notes or any such Subsidiary Notes Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of securing any such Subsidiary Notes Guarantee, upon the termination and discharge of such Subsidiary Notes Guarantee in accordance with the terms of Section 1303 this Indenture or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Issuer that is governed by Section 501) 4.07 or Article 5 to any Person that is not an Affiliate of the Company Issuer of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Issuer or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien. (c) With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness of the Company or any Note Guarantor that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Notes or such Note Guarantor's Note Guarantee (the “"Initial Lien”"), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Note Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Note Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will pursuant to the immediately preceding sentence shall be automatically and unconditionally released and discharged upon (ia) the release and discharge of the Initial Lien to which it relates, (iib) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 this Indenture or (iiic) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company or a Subsidiary Guarantor that is governed by Section 501the provisions of Article 5) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 12.4 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 5017.1) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien. For purposes of this Section 6.11, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” but may be permitted in part under any combination thereof and (B) in the event that a Lien meets the criteria of more than one of the types of Permitted Liens, the Company, in its sole discretion, will classify, and may reclassify, such Lien and only be required to include the amount and type of such Lien as a Permitted Lien, and a Lien may be divided and classified and reclassified into more than one of such types of Liens. In addition, (1) for purposes of calculating compliance with the foregoing covenant, in no event will the amount of any Indebtedness or Liens securing any Indebtedness be required to be included more than once despite the fact more than one Person is or becomes liable with respect to such Indebtedness and despite the fact such Indebtedness is secured by the property of more than one Person (for example, and for avoidance of doubt, in the case where there are Liens on the property of one or more of the Company and its Subsidiaries securing any Indebtedness, the amount of such Indebtedness secured shall only be included once for purposes of such calculations) and (2) the expansion of Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 6.11.

Limitation on Liens. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create create, incur or permit to exist affirm any Lien (other than a Permitted LiensLien) on of any of its kind securing any Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) upon any property or assets (including Capital Stock any intercompany notes) of the Company or any other Person), whether Restricted Subsidiary owned on the date of this Indenture or thereafter acquiredacquired after the date of this Indenture, securing or assign or convey any Indebtedness (the “Initial Lien”)right to receive any income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and Securities (or a Guarantee in the Notes or, in respect case of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, a Guarantor) are directly secured equally and ratably with such Indebtedness (or on a senior basis toor, in the case of Subordinated Obligations Indebtedness, prior or Guarantor senior thereto, with the same relative priority as the Securities shall have with respect to such Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial LienIndebtedness). Any such Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary Guarantee will Securities granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon (i) the release and discharge by the holders of the Initial Indebtedness described above of their Lien to which it relateson the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), (ii) in at such time as the case holders of any all such Indebtedness also release their Lien in favor on the property or assets of any the Company or such Subsidiary GuaranteeRestricted Subsidiary, or upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or) unless, in respect the case of Initial Liens on any Restricted Subsidiary’s asset or property or assetsother than Collateral, any Subsidiary Guarantee of such Restricted Subsidiary, the First Lien Loan Document Obligations are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligationssuch Initial Lien secures any Junior Debt) the obligations secured by such obligation Initial Lien for so long as such obligation is obligations are so secured by such Initial Liensecured. Any such Lien thereby created in favor of the Notes First Lien Loan Document Obligations pursuant to the preceding sentence requiring an equal and ratable (or any such Subsidiary Guarantee senior, as applicable) Lien for the benefit of the First Lien Loan Document Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeGuaranty, upon the termination and discharge of such Subsidiary Guarantee Guaranty in accordance with the terms thereof, hereof and of Section 1303 the Intercreditor Agreement, the Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Parent Borrower that is governed by Section 501the provisions of Subsection 8.7) to any Person not an Affiliate of the Company Parent Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Parent Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The From and after the Effective Date, the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless (a) in the case of an Initial Lien on any Collateral, such Initial Lien expressly has Junior Lien Priority on such Collateral in relation to the Notes and Subsidiary Guarantees, as applicable or (b) in the case of an Initial Lien on any other asset or property, contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens any Initial Lien on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by the provisions of Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness of the Company or any Subsidiary Guarantor that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee thereof (the “”Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company shall not, and nor shall not it permit any Restricted Subsidiary to, directly issue, assume or indirectly, create or permit suffer to exist any Indebtedness, if such Indebtedness is secured by a Lien (other than Permitted Liens) on upon any of its property or assets of the Company or any Subsidiary, unless, concurrently therewith... (including Capital Stock of i) any Lien on property acquired, constructed, developed, extended or improved by the Company or any Subsidiary (individually or together with other Person), whether owned on Persons) after the date of this Indenture or thereafter acquiredany shares or other ownership interest in, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, Indebt... (ii) any Lien on any property or assets existing at the time of acquisition thereof and which (A) is not created as a result of or in the case of any such Lien connection with or in favor of any such Subsidiary Guarantee, upon the termination and discharge anticipation of such Subsidiary Guarantee in accordance with the terms of Section 1303 acquisition and (B) does not attach to any other property or assets other ... (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to Lien on any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, acquired from a Person which is merged with or of all of the Capital Stock held by into the Company or any Restricted Subsidiary inor any Lien existing on property or assets of any Person at the time such Person becomes a Subsidiary, in either such case which... (iv) any Lien which secures Indebtedness owed by a Subsidiary to the Company or all any other Subsidiary; (v) any Lien securing Indebtedness of the type described in clause (a)(v) of the definition of “Indebtedness”; provided that such Indebtedness was entered into in the ordinary course of business and not for speculative purposes or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.obtaining of cre...

Limitation on Liens. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create create, Incur or permit to exist affirm any Lien of any kind (other than a Permitted LiensLien) on securing any of its Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) upon any property or assets (including Capital Stock any intercompany notes) of the Company or any other Person), whether Restricted Subsidiary owned on the date of this Indenture or thereafter acquiredacquired after the date of this Indenture, securing or any Indebtedness (the “Initial Lien”)income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Securities are directly secured equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so Indebtedness secured by such Initial Lien. Any such Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary Guarantee will Securities granted pursuant to this Section 4.13 shall be automatically and unconditionally released and discharged upon (i) the release and discharge by the holders of the Initial Indebtedness described above of their Lien to which it relateson the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), (ii) in at such time as the case holders of any all such Indebtedness also release their Lien in favor on the property or assets of any the Company or such Subsidiary GuaranteeRestricted Subsidiary, or upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this the Indenture or thereafter acquired, securing any Indebtedness that is not Senior Indebtedness or Guarantor Senior Indebtedness (the “"Initial Lien”"), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this the Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Note Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Note Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien. Upon notice to the Trustee of any such event, the Trustee shall execute all 88 79 agreements and instruments confirming and acknowledging such release and discharge as may be reasonably requested by the Company.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes Securities or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes Securities or any such Subsidiary Guarantee will shall be automatically and Table of Contents unconditionally released and discharged upon (ia) the release and discharge of the Initial Lien to which it relates, (iib) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 this Indenture or (iiic) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company or a Subsidiary Guarantor that is governed by Section 501the provisions of Article 5) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or) unless, in respect the case of Initial Liens on any Restricted Subsidiary’s asset or property or assetsother than Collateral, any Subsidiary Guarantee of such Restricted Subsidiary, the Term Loan Facility Obligations are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligationssuch Initial Lien secures any Junior Debt) such obligation for so long as such obligation is so the obligations secured by such Initial Lien. Any such Lien thereby created in favor of the Notes Term Loan Facility Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or any such Subsidiary Guarantee senior, as applicable) Lien for the benefit of the Term Loan Facility Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeGuaranty, upon the termination and discharge of such Subsidiary Guarantee Guaranty in accordance with the terms of Section 1303 thereof, hereof and the ABL/Term Loan Intercreditor Agreement, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Borrower that is governed by Section 501the provisions of Subsection 8.7) to any Person not an Affiliate of the Company Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or) unless, in respect the case of Initial Liens on any Restricted Subsidiary’s asset or property or assetsother than Collateral, any Subsidiary Guarantee of such Restricted Subsidiary, the First Lien Loan Document Obligations are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligationssuch Initial Lien secures any Junior Debt) the obligations secured by such obligation Initial Lien for so long as such obligation is obligations are so secured by such Initial Liensecured. Any such Lien thereby created in favor of the Notes First Lien Loan Document Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or any such Subsidiary Guarantee senior, as applicable) Lien for the benefit of the First Lien Loan Document Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeGuaranty, upon the termination and discharge of such Subsidiary Guarantee Guaranty in accordance with the terms thereof, hereof and of Section 1303 the Intercreditor Agreement, the Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Borrower that is governed by Section 501the provisions of Subsection 8.7) to any Person not an Affiliate of the Company Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless (a) in the case of an Initial Lien on any Collateral, such Initial Lien expressly has Junior Lien Priority on such Collateral in relation to the Term Loan Facility Obligations or (b) in the case of an Initial Lien on any other asset or property, contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Term Loan Facility Obligations equally and ratably with (or on a senior basis to, in the case of Subordinated 166 Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee Term Loan Facility Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeGuaranty, upon the termination and discharge of such Subsidiary Guarantee Guaranty in accordance with the terms of Section 1303 thereof or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Borrower that is governed by Section 501) to any Person not an Affiliate the provisions of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial LienSubsection 8.

Limitation on Liens. The Company and the Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, directly or indirectly, create create, Incur or permit to exist any Lien (other than except Permitted Liens) on any of its property or assets (including Capital Stock of any other Person)each, whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the an “Initial Lien”)) that secures obligations under any Indebtedness or any related guarantee, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s asset or property of the Company, the Issuer or assets, any Subsidiary Guarantee of such Restricted SubsidiaryGuarantor, equally and ratably with unless: (or on a senior basis to, 1) in the case of Liens securing Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so Indebtedness, the Notes and related Guarantees are secured by a Lien on such Initial Lienproperty, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Subsidiary Guarantees are equally and ratably secured. Any such Lien thereby created in favor for the benefit of the Holders of the Notes or any pursuant to the preceding sentence shall provide by its terms that such Subsidiary Guarantee will Lien shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company or the Issuer that is governed by Section 501the covenant described under “Merger and Consolidation”) to any Person not an Affiliate of other than the Company Company, the Issuer or a Subsidiary Guarantor of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Company, the Issuer or any Restricted Subsidiary Guarantor in, or all or substantially all the assets of, any Restricted Subsidiary Guarantor creating such Initial Lien. With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.

Limitation on Liens. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (the "Initial Lien"), other than any Permitted Liens) Lien, on any of its property or assets (including any Capital Stock of any other Personowned by it), whether owned on the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), obligation unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Securities equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated ObligationsIndebtedness expressly subordinated in right of payment to the Securities) such obligation for so long as such obligation is so secured by such secured. The preceding sentence shall not require the Company or any Restricted Subsidiary to secure the Securities if the Initial Lien. Lien consists of one or more Permitted Liens. (b) Any such Lien thereby created in favor for the benefit of the Notes or any such Subsidiary Guarantee will Holders of the Securities pursuant to Section 4.11(a) shall be automatically and unconditionally released and discharged upon the earliest to occur of (i) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of all of the then outstanding Securities, or the payment in full of the principal amount of, and all premium and interest then due and payable on, the then outstanding Securities, (ii) the release and discharge of the Initial Lien to which it relatesLien, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such (including Capital Stock) subject to the Initial Lien, provided that after giving effect to such sale, exchange or of all of transfer such property or assets (including Capital Stock) remain subject to the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create Incur or permit to exist any Lien (other than Permitted Liensthe "Initial Lien") of any nature whatsoever on any of its property or assets properties (including Capital Stock of any other Persona Restricted Subsidiary), whether owned on at the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness (Indebtedness, other than Permitted Liens, without effectively providing that the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Securities shall be secured equally and ratably with (or on a senior basis prior to, in ) the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation obligations so secured for so long as such obligation is obligations are so secured by such Initial Liensecured. Any Lien created for the benefit of the Holders of the Securities pursuant to the foregoing sentence shall provide by its terms that such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will shall be automatically and unconditionally released and discharged upon (i) the release and discharge (as it relates to the Company and its Restricted Subsidiaries) of the Initial Lien Lien; and with respect to which it relatesany Restricted Subsidiary the assets of which, (ii) or the Company's Capital Stock in the case of any which, are encumbered by such Lien in favor of any such Subsidiary GuaranteeLien, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iiia) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Company's Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any such Restricted Subsidiary, PROVIDED that such sale, exchange or transfer is made in compliance 49 with the applicable provisions of the Indenture, or (b) the designation of such Restricted Subsidiary creating such Initial Lienas an Unrestricted Subsidiary in accordance with the terms of this Indenture.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness of the Company or any Note Guarantor that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Notes or such Note Guarantor's Note Guarantee (the “"Initial Lien”"), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Note Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Note Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer to any Person (other than a transfer constituting a transfer of all or substantially all Restricted Subsidiary of the assets of the Company that is governed by Section 501Company) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. Unless established in or pursuant to a Board Resolution and, subject to Section 303, set forth in or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, the provisions of this Section 1008 shall apply to each series of Securities issued under this Indenture: (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, create, incur, assume or suffer to exist, directly or indirectly, create any Indebtedness secured by a Security Interest upon any Principal Property of the Company or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person)a Restricted Subsidiary, whether owned on as of the date of this Indenture or thereafter hereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith without making effective provision is made to secure the Indebtedness due under this Indenture (and the Notes or, Company hereby covenants that in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will case it shall make or cause to be automatically made effective provision) whereby the Securities of that series then outstanding and unconditionally released and discharged upon (i) the release and discharge any other Indebtedness of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary inthen entitled thereto shall be secured by such Security Interest equally and ratably with (or, in the case of the Securities of that series and if the Company shall so determine, prior to) any and all other Indebtedness of the Company or all or substantially all the assets of, any Restricted Subsidiary creating thereby secured for so long as any such Initial Lien.other Indebtedness of the Company or any Restricted Subsidiary shall be so secured; provided, that nothing in this Section 1008 shall prevent, restrict or apply to Indebtedness secured by: (a) Any Security Interest upon property or assets which is created prior to or contemporaneously with, or within 360 days after, (i) in the case of the acquisition of such property or assets, the completion of such acquisition and

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “"Initial Lien”"), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness of either Issuer or any Note Guarantor that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Notes or such Note Guarantor's Note Guarantee (the “"Initial Lien”"), unless contemporaneously therewith effective provision is made to secure the Indebtedness of such Issuer or Note Guarantor due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Note Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Note Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, Incur, assume or permit suffer to exist any Lien upon (other than Permitted Liensi) on any of its property Principal Property or assets (including ii) any Capital Stock of any other Person)Restricted Subsidiaries, whether owned on the date of this Indenture Issue Date or thereafter acquiredacquired after that date, which Lien is securing any Indebtedness (the “Initial Lien”)Indebtedness, unless contemporaneously therewith effective provision is made to secure with the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee Incurrence of such Restricted Subsidiary, equally and ratably with Liens: (or on a senior basis to, 1) in the case of Subordinated Obligations or Guarantor Liens securing Subordinated Obligations) such obligation for so long as such obligation is so , the Notes are secured by a Lien on such Initial Lienproperty, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes are equally and ratably secured or are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens. Any such Lien thereby created in favor for the benefit of the Notes or any such Subsidiary Guarantee will Holders pursuant to this Section 4.02(a) shall be automatically and unconditionally released and discharged upon (i) the release and discharge of each of the Initial Lien to which it relatesrelated Liens described in clauses (1) and (2) above. (b) The restriction set forth in Section 4.02(a) shall not apply to, and there shall be excluded from Indebtedness (iior any Guarantee thereof) in any computation under such restriction, Indebtedness (or any Guarantee thereof) secured by: (1) Liens on any property or assets existing at the case time of the acquisition thereof; (2) Liens on property or assets of a Person existing at the time such Person is merged into or consolidated with the Company or a Subsidiary of the Company or at the time of a sale, lease or other disposition of the properties or assets of such Person (or a division thereof) as an entirety or substantially as an entirety to the Company or a Subsidiary of the Company; provided that any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) does not extend to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held owned by the Company or any Restricted Subsidiary inof the Company immediately prior to such merger, consolidation, sale, lease or disposition; (3) Liens on property and assets of a Person existing at the time such Person becomes a Subsidiary of the Company; (4) Liens in favor of the Company or a Subsidiary of the Company; (5) Liens to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property or assets, 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 no later than 270 days after the later of (a) the completion of the acquisition, construction, development or improvement of such property or assets or (b) the placing in operation of such property or assets; provided further that such Liens do not extend to any property or assets other than such property or assets subject to acquisition, construction, development or improvement or any proceeds thereof (and other than pursuant to customary after-acquired property clauses); (6) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; and (7) Liens existing on the Issue Date or any extension, renewal, replacement or refunding of any Indebtedness (or any Guarantee thereof) secured by a Lien existing on the Issue Date or referred to in clauses (1)-(3) or (5); provided that any such extension, renewal, replacement or refunding of such Indebtedness (or any Guarantee thereof) shall be created within 360 days of repaying or replacing the Indebtedness (or any Guarantee thereof) secured by the Lien referred to in clauses (1)-(3) or (5) and the principal amount of the Indebtedness (or any Guarantee thereof) secured thereby and not otherwise authorized by clauses (1)-(3) or (5) shall not exceed the principal amount of Indebtedness (or any Guarantee thereof), plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. (c) Notwithstanding the restrictions set forth in this Section 4.02, the Company and any Subsidiaries of the Company may create, Incur, issue, assume or Guarantee Indebtedness secured by Liens without equally and ratably securing the Notes then outstanding if, at the time of such creation, incurrence, issuance, assumption or Guarantee, after giving effect thereto and to the retirement of any Indebtedness which is concurrently being retired, (1) the aggregate amount of all such Indebtedness secured by Liens which would otherwise be subject to such restrictions (other than any Indebtedness (or substantially any Guarantee thereof) secured by Liens permitted as described in clauses (1)-(7) of Section 4.02(b) plus (2) all Attributable Debt of the assets of, any Restricted Subsidiary creating Company and the Subsidiaries of the Company in respect of Sale/Leaseback Transactions with respect to properties (with the exception of such Initial Lientransactions that are permitted under clauses (1)-(4) of Section 4.03(a)) would not exceed the greater of (x) $300.0 million and (y) 10% of Consolidated Total Assets.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness of the Company or any Subsidiary Guarantor that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Securities or such Subsidiary Guarantor's Subsidiary Guaranty thereof (the “"Initial Lien”"), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes Securities or, in respect of Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Guarantee Guaranty of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes Securities or any such Subsidiary Guarantee Guaranty will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, relates or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 5015.01) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including (i) any Capital Stock that does not constitute Pledged Stock or (ii) any property or asset (including Capital Stock of any other Person) of any Restricted Subsidiary that is not Collateral (including, without limitation, any such property or assets of any Foreign Subsidiary)), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure unless: (a) in the Indebtedness due under this Indenture and the Notes or, in respect case of Initial Liens on any Restricted Subsidiary’s asset or property that is Collateral, such Initial Lien is a Permitted Lien; or (b) in the case of Initial Liens on any asset or assetsproperty that is not Collateral, (i) the Notes (or a Notes Guarantee, in the case of Initial Liens on any Subsidiary Guarantee asset or property of such Restricted Subsidiary, a Guarantor) are equally and ratably secured with (or are secured on a senior basis to, in the case of such Initial Lien secures any Indebtedness junior in Lien priority to the Notes or any Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so , the obligations secured by such Initial Lien until such time as such obligations are no longer secured by a Lien or (ii) such Initial Lien is a Permitted Lien. Any such Lien thereby on the Collateral created in favor of the Notes or any such Subsidiary Notes Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of as described under Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien1402.

Limitation on Liens. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly create, incur, affirm or indirectly, create or permit suffer to exist any Lien of any kind (other than Permitted Liens) on upon any of its property or assets (including Capital Stock any intercompany notes) of the Company or any other Person), whether Subsidiary owned on the date of this Indenture or thereafter acquiredacquired after the date of this Indenture, securing or any Indebtedness (the “Initial Lien”)income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Securities are secured equally and ratably with (or on a senior basis to, prior to in the case of Subordinated Obligations Indebtedness) the obligation or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so liability secured by such Initial Lien. Any such Lien thereby created in favor of . (b) Notwithstanding the Notes foregoing, any security interest granted by the Company or any Subsidiary to secure the Securities created pursuant to paragraph (a) above shall provide by its terms that such Subsidiary Guarantee will security interest shall be automatically and unconditionally released and discharged upon (i) the release and discharge by the holders of the Initial Lien to which it relates, obligation or liability of the Company or any Subsidiary described in paragraph (iia) above of their security interest (including any deemed release upon payment in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer full of all obligations under such Indebtedness), at a time when (A) no other obligation or substantially all liability of the Company or any Subsidiary has been secured by such property or assets of the Company that or any such Subsidiary, or (B) the holders of all such other obligation or liability which is governed secured by Section 501) to any Person not an Affiliate of the Company of the such property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted such Subsidiary in, also release their security interest in such property or assets (including any deemed release upon payment in full of all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lienliabilities and obligations).

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, assume, incur, create or permit suffer to exist any Lien (other than Permitted Liens) on Liens of any kind against or upon any of its property their respective properties or assets (including Capital Stock of any other Person)assets, whether owned on the date of this Indenture Issue Date or thereafter acquired, securing or any proceeds therefrom, to secure any Indebtedness (the “an "Initial Lien”), ") unless contemporaneously therewith effective provision is made made, in the case of the Company, to secure the Indebtedness Securities and all other amounts due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted SubsidiaryIndenture, equally and ratably with such Indebtedness (or on a senior basis toor, in the case event that such Indebtedness is subordinated in right of Subordinated Obligations or Guarantor Subordinated Obligationspayment to the Securities, prior to such Indebtedness) with a Lien on the same properties and assets securing such obligation Indebtedness for so long as such obligation Indebtedness is so secured by such Initial Lien, except for (i) Liens securing any Senior Indebtedness or any guaranty of Senior Indebtedness by any Restricted Subsidiary and (ii) Permitted Liens. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee Securities pursuant hereto will be automatically and unconditionally released and discharged upon (i) the unconditional release and discharge of the Initial Lien to which it relates, relates or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person that is not an Affiliate of the Company or any Restricted Subsidiary of the property or assets secured by such Initial Lien, or of all of the Capital Stock Equity Interests held by the Company or any and the Restricted Subsidiary Subsidiaries in, or all or substantially all of the assets of, any the Restricted Subsidiary creating whose property or assets were the subject of such Initial Lien, provided that, in the case of this clause (ii), the provisions of Section 4.05 are complied with in connection with such sale, exchange or transfer.

Limitation on Liens. The Company shall (1) will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly create, incur or indirectly, create or permit to exist assume any Lien Indebtedness secured by any Liens (other than Permitted Liens) on upon any Principal Property of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary inand (2) will not, and will not permit any Subsidiary to, create, incur or all assume any Indebtedness secured by any Liens (other than Permitted Liens) upon the Capital Stock of any Restricted Subsidiary, unless (as to each of clauses (1) and (2)) the Notes or substantially all the assets ofSubsidiary Guarantee (if any) of such Subsidiary, as applicable (together with, if the Company shall so determine, any Restricted other Indebtedness of the Company or such Subsidiary creating that is not subordinate in right of payment to the prior payment in full of the Notes) is equally and ratably secured for so long as such Initial LienIndebtedness shall be so secured; provided that if such Indebtedness is expressly subordinated to the Notes or a Subsidiary Guarantee, the Lien securing such Indebtedness will be subordinated and junior to the Lien securing the Notes or such Subsidiary Guarantee. Notwithstanding the preceding provisions, the Company or any Subsidiary may create, incur or assume Indebtedness secured by Liens (other than Permitted Liens) if the aggregate principal amount of such Indebtedness and all other Indebtedness of the Company and any Subsidiary theretofore created, incurred or assumed pursuant to this exception in this Section 1108 and outstanding at such time does not exceed the greater of (i) $4 billion or (ii) 15% of the Adjusted Consolidated Net Tangible Assets of the Company.

Limitation on Liens. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Agreement or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture Senior Interim Loans and the Senior Interim Loan Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Senior Interim Loans and the Senior Interim Loan Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 subsection 6.3 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Borrower that is governed by Section 501subsection 7.3) to any Person not an Affiliate of the Company Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary Guarantor to, directly or indirectly, create create, Incur or permit to exist any Lien (other than except Permitted Liens) on any of its property or assets (including Capital Stock of any other Person)each, whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the an “Initial Lien”)) that secures obligations under any Indebtedness or any related guarantee, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s asset or property of the Company or assets, any Subsidiary Guarantee of such Restricted SubsidiaryGuarantor, equally and ratably with unless: (or on a senior basis to, 1) in the case of Liens securing Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so Indebtedness, the Notes and related Guarantees are secured by a Lien on such Initial Lienproperty, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Subsidiary Guarantees are equally and ratably secured, except that the foregoing shall not apply to Liens securing the Notes (other than any Additional Notes) and related Guarantees. Any such Lien thereby created in favor for the benefit of the Holders of the Notes or any pursuant to the preceding sentence shall provide by its terms that such Subsidiary Guarantee will Lien shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 5014.1) to any Person not an Affiliate of other than the Company Company, or a Subsidiary Guarantor of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Company, or any Restricted Subsidiary Guarantor in, or all or substantially all of the assets of, any Restricted Subsidiary Guarantor creating such Initial Lien.

Limitation on Liens. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, incur, assume or permit suffer to exist any Lien of any kind (other than except Permitted Liens) securing Pari Passu Indebtedness or Subordinated Indebtedness on any of its property asset now owned or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness hereafter acquired (the “Initial Lien”"INITIAL LIEN"), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Guarantee of by such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee of the Notes will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, create (a) create, incur or permit to exist affirm any Lien of any kind securing any Pari Passu Debt or Subordinated Debt (including any assumption, guarantee or other than Permitted Liensliability with respect thereto by any Restricted Subsidiary) on upon any of its property or assets (including Capital Stock any intercompany notes) of the Company or any other Person), whether Restricted Subsidiary owned on the date of this Indenture Issue Date or thereafter acquiredacquired after the Issue Date, securing or (b) assign or convey any Indebtedness (the “Initial Lien”)right to receive any income or profits from such Liens, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and Securities or a Guarantee in the Notes or, in respect case of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, a Guarantor are directly secured equally and ratably with (or on a senior basis toor, in the case of Subordinated Obligations Debt, prior or Guarantor senior thereto, with the same relative priority as the Securities shall have with respect to such Subordinated ObligationsDebt) such the obligation for so long as such obligation is so or liability secured by such Initial LienLien except for Permitted Liens. Any such Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary Guarantee will Securities granted pursuant to this Section 1011 shall be automatically and unconditionally released and discharged upon (i) the release and discharge by the holders of the Initial Pari Passu Debt or the Subordinated Debt described above of their Lien to which it relateson the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt), (ii) in at such time as the case holders of any all such Debt also release their Lien in favor on the property or assets of any the Company or such Subsidiary GuaranteeRestricted Subsidiary, or upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall ------------------- not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness of the Company or any Note Guarantor that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Notes or ---- ----- such Note Guarantor's Note Guarantee (the “"Initial Lien”"), unless ------------ contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Note Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Note Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge - of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) -- to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Re- stricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or) unless, in respect the case of Initial Liens on any Restricted Subsidiary’s asset or property or assetsother than Collateral, any Subsidiary Guarantee of such Restricted Subsidiary, the Cash Flow Facilities Obligations are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligationssuch Initial Lien secures any Junior Debt) the obligations secured by such obligation Initial Lien for so long as such obligation is obligations are so secured by such Initial Liensecured. Any such Lien thereby created in favor of the Notes Cash Flow Facilities Obligations pursuant to the preceding sentence requiring an equal and ratable (or any such Subsidiary Guarantee senior, as applicable) Lien for the benefit of the Cash Flow Facilities Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeGuaranty, upon the termination and discharge of such Subsidiary Guarantee Guaranty in accordance with the terms thereof, hereof and of Section 1303 the ABL/Cash Flow Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Borrower that is governed by Section 501the provisions of Subsection 8.7) to any Person not an Affiliate of the Company Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create Incur or permit suffer to exist exist, any Lien (other than Permitted Lienseach, an “Initial Lien”) on that secures obligations under any Debt upon any of its property or assets Property (including Capital Stock of any other Persona Restricted Subsidiary), whether owned on at the date of this Indenture Issue Date or thereafter acquired, securing or any Indebtedness interest therein or any income or profits therefrom unless (a) in the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect case of Liens on the Collateral, such Initial Lien is a Permitted Lien; or (b) in the case of any Restricted Subsidiary’s property Initial Lien on any Property that is not Collateral, either (x) the Notes (or assets, any Subsidiary Guarantee a Note Guaranty in the case of such Restricted Subsidiary, Initial Liens on Property of a Guarantor) shall be secured by that Initial Lien equally and ratably with (or on a senior basis prior to, in the case of an Initial Lien that secures any Subordinated Obligations Obligation) all other Debt of the Company or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so any Restricted Subsidiary secured by such Initial Lien or (y) such Initial Lien is a Permitted Lien; except that the foregoing shall not apply to Liens securing the Notes (other than any Additional Notes) and the related Note Guaranties. Any such Lien thereby created in favor for the benefit of the Holders of the Notes or any such Subsidiary Guarantee will pursuant to this Section 4.06 shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all each of the assets of the Company that is governed by Section 501Liens described in clauses (a) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lienand (b) above.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 this Indenture or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by the provisions of Section 501501 below) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or) unless, in respect the case of Initial Liens on any Restricted Subsidiary’s asset or property or assetsother than Collateral, any Subsidiary Guarantee of such Restricted Subsidiary, the Second Lien Loan Document Obligations are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligationssuch Initial Lien secures any Junior Debt) the obligations secured by such obligation Initial Lien for so long as such obligation is obligations are so secured by such Initial Liensecured. Any such Lien thereby created in favor of the Notes Second Lien Loan Document Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or any such Subsidiary Guarantee senior, as applicable) Lien for the benefit of the Second Lien Loan Document Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeGuaranty, upon the termination and discharge of such Subsidiary Guarantee Guaranty in accordance with the terms thereof, hereof and of Section 1303 the Intercreditor Agreement, the Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Borrower that is governed by Section 501the provisions of Subsection 8.7) to any Person not an Affiliate of the Company Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create create, incur or permit to exist affirm any Lien (other than Permitted Liens) on of any of its kind upon any property or assets (including Capital Stock any intercompany notes) securing obligations or liabilities of the Company or any other Person), whether owned Restricted Subsidiary owed on the date of this Indenture or thereafter acquiredacquired after the date of this Indenture, securing or assign or convey any Indebtedness (the “Initial Lien”)right to receive any income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and Securities (or a Guarantee in the Notes or, in respect case of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, a Guarantor) are directly secured equally and ratably with (or on a senior basis toor, in the case of Subordinated Obligations Indebtedness, prior or Guarantor senior thereto, with the same relative priority as the Securities shall have with respect to such Subordinated ObligationsIndebtedness) such the obligation for so long as such obligation is so or liability secured by such Initial LienLien except for any Permitted Liens. Any such Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary Guarantee will Securities granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon (i) the release and discharge of any Lien described above on the property or assets of the Initial Lien to which it relatesCompany or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations secured by such Lien), (ii) in at at the case time of any release of such Lien in favor on the property or assets of any the Company or such Subsidiary GuaranteeRestricted Subsidiary, or upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating that owns the property or assets subject to such Initial Lien.

Limitation on Liens. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly create, incur, assume or indirectly, create or permit suffer to exist any Lien (other than Lien, except Permitted Liens) on , upon any of its property Principal Property or assets (including upon any Capital Stock or Indebtedness of any other Person)Restricted Subsidiary, whether owned or leased on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect any of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer its Debt (other than a transfer constituting a transfer Securities) or any Debt of any other Person, without in each case making effective provision whereby all or substantially all of the assets Securities (together with, if it so determines, any other Debt of the Company that is governed by Section 501) not subordinate in right of payment to any Person not an Affiliate the prior payment in full of the Securities) shall be secured equally and ratably with, or prior to, such Debt so long as such Debt shall be so secured. (b) Notwithstanding the preceding provisions of this Section 9.10, the Company may, and may permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon any Principal Property or upon any Capital Stock or Indebtedness of any Restricted Subsidiary to secure its Debt (other than Securities) or Debt of any other Person that is not excepted pursuant to Section 9.10(a), without securing the property or assets Securities, provided that the aggregate principal amount of all Debt then outstanding secured by such Initial LienLien and all other Liens not excepted pursuant to Section 9.10(a), or together with all Attributable Indebtedness from Sale-leaseback Transactions, excluding Sale-leaseback Transactions permitted under the first paragraph of all Section 9.11, does not exceed 10% of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial LienCompany’s Consolidated Net Tangible Assets.

Limitation on Liens. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly create, incur, affirm or indirectly, create or permit suffer to exist any Lien of any kind securing Indebtedness (or securing the payment of any assumption, guarantee or other than Permitted Liensincurrence of liability with respect thereto by any Subsidiary) on upon any of its property or assets (including Capital Stock any intercompany notes) of the Company or any other Person), whether Subsidiary owned on the date of this Indenture or thereafter acquiredacquired after the date of this Indenture, securing or any Indebtedness (the “Initial Lien”)income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary the Note Guarantee of such Restricted Subsidiary, as the case may be, are secured equally and ratably with (or on a senior basis toor, in the case of Subordinated Obligations Indebtedness, prior or Guarantor Subordinated Obligationssenior thereto) such the obligation for so long as such obligation is so or liability secured by such Initial Lien. Any such ; provided that the foregoing shall not apply to any Permitted Lien. (b) Notwithstanding the foregoing, any Lien thereby created in favor for the benefit of the Holders of the Notes or any pursuant to the foregoing paragraph (a) shall provide by its terms that such Subsidiary Guarantee will Lien shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) transfer, to any Person not an Affiliate of the Company of the property or assets secured by such Initial LienCompany, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien, which is in compliance with this Indenture, or (ii) the release by the holders of the Indebtedness described in paragraph (a) of their Lien (including any deemed release upon payment in full of all obligations under such Indebtedness), which release occurs at a time when (A) no other Indebtedness of the Company remains secured by the Company or such Subsidiary, as the case may be (other than as described in the proviso to paragraph (a) above), or (B) the holders of all such other Indebtedness which is secured by the Company or such Subsidiary (other than as described in the proviso to paragraph (a) above) also release their security interest in the Company or such Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness).

Limitation on Liens. The Company shall not, and shall ------------------- not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness of either Issuer or any Note Guarantor that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Notes or such Note ---- ----- Guarantor's Note Guarantee (the “"Initial Lien”"), unless contemporaneously ------------ therewith effective provision is made to secure the Indebtedness of such Issuer or Note Guarantor due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s 's property or assets, any Subsidiary Note Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Note Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Note Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Note Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, relates or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all upon foreclosure of the assets of the Company that is governed by Section 501Initial Lien) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create create, incur or permit to exist affirm any Lien (other than a Permitted LiensLien) on of any of its kind securing any Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) upon any property or assets (including Capital Stock any intercompany notes) of the Company or any other Person), whether Restricted Subsidiary owned on the date of this Indenture or thereafter acquiredacquired after the date of this Indenture, securing or assign or convey any Indebtedness (the “Initial Lien”)right to receive any income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and Securities (or a Guarantee in the Notes or, in respect case of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, a Guarantor) are directly secured equally and ratably with (or on a senior basis toor, in the case of Subordinated Obligations Indebtedness, prior or Guarantor senior thereto, with the same relative priority as the Securities shall have with respect to such Subordinated ObligationsIndebtedness) such obligation for so long as such obligation is so secured by such Initial LienIndebtedness. Any such Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary Guarantee will Securities granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon (i) the release and discharge by the holders of the Initial Indebtedness described above of their Lien to which it relateson the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), (ii) in at such time as the case holders of any all such Indebtedness also release their Lien in favor on the property or assets of any the Company or such Subsidiary GuaranteeRestricted Subsidiary, or upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness of the Company, the Co-Issuer or any Subsidiary Guarantor that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee thereof (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 1303, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness of the Company or any Subsidiary Guarantor that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee thereof (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens any Initial Lien on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly create, Incur, or indirectly, create suffer or permit to exist exist, any Lien securing Funded Debt (other than Permitted Liens) on upon any of its property or assets (including Capital Stock of any other Person)Principal Property, whether owned on the date of this Indenture Issue Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”)acquired after that date, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this the Indenture (as it relates to the Notes and the Subsidiary Guarantees of the Notes), the Notes or, in respect and the Subsidiary Guarantees of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, the Notes (if any) is secured equally and ratably with (or on a senior basis to, in priority to in the case of Subordinated Obligations Liens with respect to Funded Debt that is expressly subordinated to the Notes or Guarantor Subordinated Obligationsthe Subsidiary Guarantees of the Notes) the Funded Debt secured by such obligation Lien for so long as such obligation Funded Debt is so secured. Notwithstanding the preceding paragraph, the Company may, and may permit any Restricted Subsidiary of the Company to, create, Incur, or suffer or permit to exist, any Lien securing Funded Debt without securing the Indebtedness due under the Indenture, the Notes and the Subsidiary Guarantees of the Notes if the aggregate principal amount of such Funded Debt secured by such Initial Lien. Any , together with the aggregate outstanding principal amount of all other Funded Debt of the Company and of any Restricted Subsidiary of the Company secured by any Liens (other than Permitted Liens), does not at the time such Funded Debt is created, Incurred or assumed (or, if later, at the time such Lien thereby created in favor is created, Incurred or assumed) exceed the greater of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release 15% of Consolidated Net Tangible Assets at such time and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien$3,350,000,000.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary Guarantor to, directly or indirectly, create create, Incur or permit to exist any Lien (other than except Permitted Liens) on any of its property or assets (including Capital Stock of any other Person)each, whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the an “Initial Lien”)) that secures obligations under any Indebtedness or any related guarantee, unless contemporaneously therewith effective provision is made to secure on any asset or property of the Indebtedness due under this Indenture and Company or any Subsidiary Guarantor, unless: (1) in the Notes or, in respect case of Initial Liens on any Restricted Subsidiary’s Collateral, (i) such Initial Lien expressly has Junior Lien Priority on the Collateral relative to the Notes and the Guarantees or (ii) such Initial Lien is a Permitted Lien; and (2) in the case of any Initial Lien on any asset or property that is not Collateral, (i) the Notes (or assets, any Subsidiary a Guarantee in the case of such Restricted Subsidiary, Initial Liens on assets or property of a Guarantor) are equally and ratably secured with (or on a senior basis to, in ) the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien until such time as such Obligations are no longer secured by such Initial Lien or (ii) such Initial Lien is a Permitted Lien, except that the foregoing shall not apply to Liens securing the Notes (other than any Additional Notes) and the related Guarantees. Any such Lien thereby created in favor for the benefit of the Holders of the Notes or any pursuant to the preceding sentence shall provide by its terms that such Subsidiary Guarantee will Lien shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 5014.1) to any Person not an Affiliate of other than the Company or a Subsidiary Guarantor of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary Guarantor in, or all or substantially all the assets of, any Restricted Subsidiary Guarantor creating such Initial Lien.

Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, acquired securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or) unless, in respect the case of Initial Liens on any Restricted Subsidiary’s asset or property or assetsother than Collateral, any Subsidiary Guarantee of such Restricted Subsidiary, the First Lien Loan Document Obligations are equally and ratably secured with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligationssuch Initial Lien secures any Junior Debt) the obligations secured by such obligation Initial Lien for so long as such obligation is obligations are so secured by such Initial Liensecured. Any such Lien thereby created in favor of the Notes First Lien Loan Document Obligations pursuant to the preceding sentence requiring an equal and ratable (or any such Subsidiary Guarantee senior, as applicable) Lien for the benefit of the First Lien Loan Document Obligations will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary GuaranteeGuaranty, upon the termination and discharge of such Subsidiary Guarantee Guaranty in accordance with the terms thereof, hereof and of Section 1303 the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement, in each case, to the extent applicable, or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company Borrower that is governed by Section 501the provisions of Subsection 8.7) to any Person not an Affiliate of the Company Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company Borrower or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create create, Incur or permit to exist affirm any Lien of any kind (other than a Permitted LiensLien) on securing any of its Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) upon any property or assets (including Capital Stock any intercompany notes) of the Company or any other Person), whether Restricted Subsidiary owned on the date of this Indenture or thereafter acquiredacquired after the date of this Indenture, securing or any Indebtedness (the “Initial Lien”)income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Securities are directly secured equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so Indebtedness secured by such Initial Lien. Any such Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary Guarantee will Securities granted pursuant to this Section 4.13 shall be automatically and unconditionally released and discharged upon (i) the release and discharge by the holders of the Initial Indebtedness described above of their Lien to which it relateson the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), (ii) in at such time as the case holders of any all such Indebtedness also release their Lien in favor on the property or assets of any the Company or such Subsidiary GuaranteeRestricted Subsidiary, or upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Limitation on Liens. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly create, incur, assume or indirectly, create or permit suffer to exist any Lien (other than Lien, except Permitted Liens) on , upon any of its property Principal Property or assets (including upon any Capital Stock or Indebtedness of any other Person)Restricted Subsidiary, whether owned or leased on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect any of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer its Debt (other than a transfer constituting a transfer the Securities) or any Debt of any other Person, without in each case making effective provision whereby all or substantially all of the assets Notes (together with, if it so determines, any other Debt of the Company that is governed by Section 501) not subordinate in right of payment to any Person not an Affiliate the prior payment in full of the Notes) shall be secured equally and ratably with, or prior to, such Debt so long as such Debt shall be so secured. (b) Notwithstanding the preceding provisions of this Section 9.10, the Company may, and may permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon any Principal Property or upon any Capital Stock or Indebtedness of any Restricted Subsidiary to secure its Debt (other than the property Securities) or assets Debt of any other Person that is not excepted pursuant to Section 9.10(a), without securing the Notes, provided that the aggregate principal amount of all Debt then outstanding secured by such Initial LienLien and all other Liens not excepted pursuant to Section 9.10(a), or together with all Attributable Indebtedness from Sale-leaseback Transactions, excluding Sale-leaseback Transactions permitted under the first paragraph of all Section 9.11, does not exceed 15% of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial LienCompany’s Consolidated Net Tangible Assets.

Limitation on Liens. The So long as any Notes remain outstanding, the Company shall will not, and shall will not permit any Restricted Principal Subsidiary to, directly or indirectlycreate, create assume or permit to arise or to exist any Lien (mortgage, pledge, charge, lien, security interest or other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer encumbrance (other than a transfer constituting lien or other encumbrance arising by operation of law) (a transfer "LIEN") upon the whole or any part of all its present or substantially all future property, assets or revenues to secure (i) payment of the assets of the Company that is governed by Section 501any Relevant Indebtedness or (ii) to payment under any Person not an Affiliate of the Company of the property guarantee or assets secured by such Initial Lien, or of all of the Capital Stock held indemnity granted by the Company or any Restricted Principal Subsidiary inin respect of any Relevant Indebtedness, without in any such case at the same time affording to the Notes the same security as the Lien created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security as the Company, by an Officers' Certificate, shall confirm to the Trustee is not materially less beneficial to the Holders of the Notes or as shall be approved by Holders of a majority in aggregate principal amount of the Outstanding Notes; provided, however, that a Lien existing to secure Relevant Indebtedness of, or all in respect of the payment of which there is granted a guarantee or substantially all an indemnity by, a Principal Subsidiary and which Lien existed prior to the assets oftime of such Principal Subsidiary becoming a Subsidiary (other than a Lien created or assumed in contemplation of such company becoming a Subsidiary), any Restricted shall be permitted and neither the Company nor such Principal Subsidiary creating shall be required to extend the security of such Initial LienLien to the Holders of the Notes.

Limitation on Liens. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create create, incur or permit to exist affirm any Lien (other than Permitted Liens) on of any of its kind upon any property or assets (including Capital Stock any intercompany notes) securing obligations or liabilities of the Company or any other Person), whether owned Restricted Subsidiary owed on the date of this Indenture or thereafter acquiredacquired after the date of this Indenture, securing or assign or convey any Indebtedness (the “Initial Lien”)right to receive any income or profits therefrom, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and Securities (or a Guarantee in the Notes or, in respect case of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, a Guarantor) are directly secured equally and ratably with (or on a senior basis toor, in the case of Subordinated Obligations Indebtedness, prior or Guarantor senior thereto, with the same relative priority as the Securities shall have with respect to such Subordinated ObligationsIndebtedness) such the obligation for so long as such obligation is so or liability secured by such Initial LienLien except for any Permitted Liens. Any such Notwithstanding the foregoing, any Lien thereby created in favor of securing the Notes or any such Subsidiary Guarantee will Securities granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon (i) the release and discharge of any Lien described above on the property or assets of the Initial Lien to which it relatesCompany or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations secured by such Lien), (ii) in at the case time of any release of such Lien in favor on the property or assets of any the Company or such Subsidiary GuaranteeRestricted Subsidiary, or upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating that owns the property or assets subject to such Initial Lien.