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. (a) The Company shall Guarantor will not, and shall will not permit any Restricted Subsidiary to, directly incur, issue, assume or indirectlyguarantee any Indebtedness if such Indebtedness is secured by a pledge of, create lien on, or permit to exist security interest in any Lien (other than Permitted Liens) on any shares of its property or assets (including Capital Voting Stock of any other Person)Significant Subsidiary, whether such Voting Stock is now owned on or shall hereafter be acquired, without effectively providing that the date Securities (together with, if the Guarantor shall so determine, any other indebtedness or obligations of this Indenture the Guarantor or any Subsidiary ranking equally with such Securities and then existing 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, created) shall be secured equally and ratably with such Indebtedness. For the purposes of the foregoing, pledging, placing a lien on or creating a security interest in any shares of Voting Stock of a Significant Subsidiary in order to secure then Outstanding Indebtedness of the Guarantor or any Subsidiary shall be deemed to be the incurrence, issuance, assumption or guarantee (as the case may be) of such Indebtedness, but the foregoing shall not apply to Indebtedness secured by a pledge of, lien on or on security interest in any shares of Voting Stock of any corporation at the time it becomes a senior basis toSignificant Subsidiary, including extensions, renewals and replacements of such Indebtedness without increase 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 Lienamount thereof.

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. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist assume any Lien (other than Permitted Liens) on upon any of its property Principal Facility or assets (including Capital Stock any interest it may have therein or upon any stock of any Subsidiary or any Debt of any Subsidiary to the Company or any other Person)Subsidiary, whether now owned on the date of this Indenture or thereafter hereafter acquired, securing any Indebtedness (the “Initial Lien”)to secure Debt, unless contemporaneously therewith without making effective provision is made to secure the Indebtedness due under this Indenture (and the Notes orCompany covenants that in such case it will make or cause to be made, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of effective provision) whereby the Outstanding Securities shall be secured by such Restricted Subsidiary, Lien equally and ratably with (or on a senior basis tosuch Debt thereby secured, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is Debt shall be so secured by (provided, that for the purpose of providing such Initial Lienequal and ratable security, the principal amount of Outstanding Securities of any series of Original Issue Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series). Any Lien created for the benefit of the Holders pursuant to the preceding 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 of the Initial Lien whose existence caused the Securities to which it relatesbe required to be so secured. For purposes of determining compliance with this Section 9.7, (ii) any Lien need not be permitted solely by reference to one category of Permitted Liens but may be permitted in part by one provision and in part by one or more other provisions of the case definition of Permitted Liens. In the event that a Lien securing Debt or any portion thereof meets the criteria of more than one such provision, the Company shall divide and classify and may later re-divide and reclassify 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 Lienits sole discretion.

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 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 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 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 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 10.11 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 Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, create, assume, incur or permit to exist or to be created, assumed, incurred or permitted to exist, directly or indirectly, create any Lien on any of its properties or assets, whether now owned or hereafter acquired, except for Permitted Liens. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to undertake, covenant or agree with any third party that it will not create, assume, incur or permit to exist any Lien in the favor the Administrative Agent or the Secured Parties securing the Obligations on any of its assets or properties, whether now owned or hereafter acquired, except for any such undertakings, covenants or agreements in connection with Permitted Liens (provided that any such restriction contained therein (x) relates only to the asset or assets subject to such Permitted Lien and (y) does not prohibit the creation, assumption, incurrence or existence of a Lien on any Real Property in favor of the Administrative Agent or the Secured Parties to secure the Obligations other than to the extent of any Real Property that is subject to a Permitted Lien (other than Permitted Liens under clauses (l) or (q) of the definition of Permitted Liens)) on and customary restrictions created in connection with any of its property Qualified Securitization Financing 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 toReceivables Facility that, 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 good faith determination of the Notes Borrower, are necessary or any advisable to effect 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 Securitization Facility 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 LienReceivables Facility.

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 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 “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 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 will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create incur or permit to exist any Lien (other than Permitted Liens) Liens of any nature whatsoever that secure Debt on any Principal Property of its property the Company 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 shares 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 or Debt issued by any Restricted Subsidiary and owned by the Company or any Restricted Subsidiary, whether the Principal Property, shares of Capital Stock or Debt were owned at the Issue Date or thereafter acquired, other than Permitted Liens, without effectively providing, substantially concurrently with or prior to the creation of such Lien, that the Notes (or, in the case of a Restricted Subsidiary inthat is a Guarantor, its Note Guaranty) 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 any Note Guaranty, prior to) the obligations so secured for so long as such obligations are so secured. For purposes of determining compliance with this Section, (A) a Lien securing an item of Debt need not be permitted solely by reference to one category (or 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 securing an item of Debt (or any portion thereof) meets the criteria of one or more of the categories (or portions thereof) of Permitted Liens, the Company shall, in its sole discretion, divide, classify or reclassify, or all later divide, classify, or substantially all reclassify, such Lien securing such item of Debt (or any portion thereof) in any manner that complies (based on circumstances existing at the assets oftime of such division, any Restricted Subsidiary creating such Initial Lienclassification or reclassification) with this Section 4.04.

Limitation on Liens. The Company shall Holdings will not, and shall will not permit any of its Restricted Subsidiary toSubsidiaries, directly or indirectly, create to enter into, create, incur, assume or permit suffer to exist any Lien (Liens of any kind, other than Permitted Liens) , on or with respect to any of its property or assets (including Capital Stock of now owned or hereafter acquired or any other Person)interest therein or any income or profits therefrom, whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness which Liens secure Debt (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure without securing the Indebtedness due under this Indenture Notes and the Notes orapplicable Note Guarantee, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiaryas the case may be, 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 Debt secured by such Initial Lien until such time as such Debt is no longer secured by such Lien; provided that if the Debt so secured is subordinated by its terms to the Notes or such Note Guarantee, the Lien securing such Debt will also be so subordinated by its terms to the Notes and such Note Guarantees at least to the same extent. Any such Lien thereby created in favor of to secure 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 of the assets of the Company that is governed by Section 501) 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 Interests 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 Braskem shall not, and shall not permit any Restricted Significant Subsidiary to, directly or indirectly, create or permit suffer to exist any Lien (other than Permitted Liens) on upon any of its property or assets (including now owned or hereafter acquired by it or on any Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, Significant Subsidiary securing any Indebtedness (the “Initial Lien”), Debt of Braskem or any Significant Subsidiary 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 Obligations) such obligation for so long as such obligation is so secured. The preceding sentence shall not require Braskem or any Subsidiary to equally and ratably secure the Securities if the Lien consists of a Permitted Lien. Solely for purposes of this Section 10.09 (but not the definition of “Consolidated Total Assets”), and notwithstanding the definition of “Subsidiary,” a corporation, association, partnership or other business entity that constitutes a joint venture or similar entity between Braskem and/or one or more of its Subsidiaries, on the one hand, and one or more persons, on the other, and that would otherwise be a Subsidiary will not be deemed to be a Subsidiary (and, therefore, not subject to this covenant); provided that such joint venture or similar entity is not fully consolidated in the financial statements of Braskem (and instead is proportionately consolidated under Brazilian Securities Commission Instruction No. 247, as amended, or any successor provision because it is jointly controlled by Braskem and/or its Subsidiaries, on the one hand, and such other persons, on the other); and provided further that the Debt secured or to be secured by such Initial Lien. Any such Lien thereby created in favor of Liens is incurred to finance 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 business of such Subsidiary Guarantee in accordance with the terms of Section 1303 joint venture or (iii) any sale, exchange similar entity 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 owned or hereafter acquired, directly or indirectly, 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 Lienit.

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. 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 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 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 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 Indenture the Indenture, the Notes and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, (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 Guarantee) 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 Guarantee 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 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 Indenture the Indenture, the Notes and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, (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 Guarantee) 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 upon any Principal Property without securing the Indebtedness due under the Indenture, the Notes and the Subsidiary Guarantee if the aggregate principal amount of such Funded Debt secured by such Initial Lien. Any Lien upon such Principal Property, 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) upon Principal Property, 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 will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, incur, assume or permit or suffer to exist any Lien Liens (other than Permitted Liens) on of any kind against or upon any property or assets of the Company or any of its property or assets (including Capital Stock of any other Person), Restricted Subsidiaries whether owned on the date Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom. Notwithstanding anything to the contrary in the immediately preceding paragraph, the Company will not, and will not cause or permit any 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 its Domestic Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis Subsidiaries to, in the case directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of Subordinated Obligations any kind against 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 upon 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, real property leasehold interest or (ii) in the case of any such Lien in favor of any such Capital Stock issued by a 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 of its Domestic Restricted Subsidiaries whether on or after the Issue Date or any right related thereto (other than (A) with respect to any such real property leasehold interests, Permitted Liens described in clauses (1), (2), (4) (provided that neither the Company or any Restricted Subsidiary inshall voluntarily take, or all or substantially all consent to the assets taking of, any Restricted Subsidiary creating action to perfect any such Initial LienPermitted Lien described in such clause (4)), (5), (12), (14), (15) (provided that an additional limitation to the limitations set forth in such clause (15) shall be that the Indebtedness that was being Refinanced was only secured by a Permitted Lien described in clause (12) of the definition thereof), (16) and (17) of the definition thereof and (B) with respect to any such Capital Stock, Permitted Liens described in clauses (1), (12), (14), (15) (provided that an additional limitation to the limitations set forth in such clause (15) shall be that the Indebtedness that was being Refinanced was only secured by a Permitted Lien described in clause (12) of the definition thereof), (16) and (17) of the definition thereof).

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 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. 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 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 Guarantor covenants and agrees for the benefit of each series of Securities, other than any series established by or pursuant to a Board Resolution of the Guarantor or in one or more supplemental indentures hereto which specifically provides otherwise, that it 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 the Guarantor 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 the Guarantor shall so determine, with any other Person), whether owned on the date of this Indenture indebtedness then or thereafter acquiredexisting, securing any Indebtedness (created, assumed or guaranteed by 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 Guarantor or assets, any Subsidiary Guarantee of 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. (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 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 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 Guarantor shall not, and shall not permit any Restricted Significant Subsidiary to, directly or indirectlycreate, create incur, assume or permit to exist any Lien (other than Permitted Liens) on securing Debt of the Guarantor or any Significant Subsidiary upon any of its the property or assets now owned or hereafter acquired by the Guarantor or any such Significant Subsidiary (including any Capital Stock of any other PersonSignificant Subsidiary), whether owned on except for (i) Permitted Liens or (ii) to the date of this Indenture or thereafter acquiredextent that, securing any Indebtedness (the “Initial Lien”)contemporaneously therewith, 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) obligation that is secured by any such obligation Lien for so long as such obligation is so secured. Solely for purposes of this Section 4.06 (but not the "Total Consolidated Assets" definition), and notwithstanding the "Subsidiary" definition, a corporation, association, partnership or other business entity that constitutes a joint venture or similar entity between the Guarantor and/or one or more of its Subsidiaries, on the one hand, and one or more Persons, on the other, and that would otherwise be a Subsidiary will not be deemed to be a Subsidiary (and, therefore, not subject to this covenant); provided that such joint venture or similar entity is not fully consolidated in the financial statements of the Guarantor (and instead is proportionately consolidated under CVM Instruction No. 247, as amended, any successor provision, or any equivalent provision under IFRS or other applicable generally accepted accounting principles, because it is jointly controlled by the Guarantor and/or its Subsidiaries, on the one hand, and such other Persons, on the other); provided, further, that the Debt secured or to be secured by Liens is incurred to finance the business of such Initial Lienjoint venture or similar entity or property or assets owned or hereafter acquired, directly or indirectly, by it. Any such For the avoidance of doubt, a Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will permitted by this Section 4.06 need not be automatically and unconditionally released and discharged upon permitted solely by either clause (i) the release and discharge of the Initial Lien to which it relates, or (ii) ), but may be permitted in part by either such clause and in part by the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge other 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 Lienclauses.

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 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 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 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 Incur or permit suffer to exist exist, any Lien (other than Permitted Lienseach, an “Initial Lien”) on that secures obligations under any Debt or any related Guarantee upon any of its property or assets Property 81 (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 Collateral 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 a Note Guarantee in the case of such Restricted Subsidiary, Initial Liens on Property of a Guarantor) will 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 Guarantees. Any such Lien thereby created in favor for the benefit of the Notes or any such Subsidiary Guarantee will Noteholders 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 Liens described in clause (b) of the Company that is governed by this 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 Lien4.06. Section 4.07.

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. 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 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)(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 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 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 will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create (a) during any Security Period, Incur or permit to exist any Lien of any nature whatsoever, other than Permitted Liens, on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, securing any Indebtedness; and (b) during any Lien Suspension Period, Incur or permit to exist any Lien (the "Initial Lien") of any nature whatsoever, other than Permitted Liens) , on any of its property or assets properties (including Capital Stock of any other Person), a Restricted Subsidiary) whether owned on the Issue 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 of such Restricted Subsidiary, 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; PROVIDED, HOWEVER, that the Company will, at any time, be entitled to Incur other Liens to secure Indebtedness as long as the amount of outstanding Indebtedness secured by Liens Incurred pursuant to this proviso and the amount of all outstanding Attributable Debt with respect to Sale/Leaseback Transactions (other than synthetic leases constituting Sale/Leaseback Transactions in an aggregate principal amount not to exceed $85,000,000 at any one time outstanding) does not exceed, in the aggregate, 12.5% of Consolidated Net Tangible Assets, as of the date that such Initial LienLien is Incurred, as determined as of the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Incurrence. Any such Lien thereby created in favor for the benefit of the Holders of the Notes or any pursuant to clause (b) of the preceding paragraph 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) 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 Parent Guarantor shall not, and shall not permit any Restricted Subsidiary the Company to, directly or indirectly, create create, Incur, assume or permit suffer to exist any Lien (the "Initial Lien"), other than Permitted Liens) , of any kind or assign or otherwise convey any right to receive any income, profits or proceeds on or with respect to any of its the Parent Guarantor's or the Company's property or assets (including Capital Stock of any other Person)assets, whether owned on at or acquired after the date of this Indenture Facility Agreement, or thereafter acquiredany income, profits or proceeds therefrom, securing any Indebtedness (the “Initial Lien”)Indebtedness, unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture Notes and the Notes or, in respect of Liens Guarantee are secured on any Restricted Subsidiary’s property an equal and rateable or assets, any Subsidiary Guarantee of prior basis with the obligations so secured until 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 time as such obligation is so obligations are no longer secured by such Initial Lien. Any Lien created for the benefit of the Holders pursuant to this Section 4.08 may provide by its terms that (a) 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) upon the release and discharge of the Initial Lien to which it relatesLien, (ii) 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 this Facility Agreement, (iii) with respect to any Guarantor the assets or the Capital Stock of which are encumbered by such Lien in favor of any such Subsidiary GuaranteeLien, upon the termination and discharge release of the Guarantee of such Subsidiary Guarantee Guarantor in accordance with the terms of Section 1303 this Facility Agreement or (iiiiv) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all upon the designation of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the Restricted Subsidiary whose property or assets secured by secure such Initial Lien, or Lien as an Unrestricted Subsidiary in accordance with the terms of all this Facility Agreement and (b) the Person in favour of whom such Lien was create d may exclusively control the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating disposition of property subject to 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 or any related Guarantee 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) will 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) any Restricted Subsidiary secured by such obligation Initial Lien for so long as such obligation Debt is so secured by or (y) such Initial Lien is a Permitted Lien. 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 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 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 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 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.. 8.7

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 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. The Company Guarantor shall not, and shall not permit any Restricted Significant Subsidiary to, directly or indirectlycreate, create incur, assume or permit to exist any Lien (other than Permitted Liens) on securing Debt of the Guarantor or any Significant Subsidiary upon any of its the property or assets now owned or hereafter acquired by the Guarantor or any such Significant Subsidiary (including any Capital Stock of any other PersonSignificant Subsidiary), whether owned on except for (i) Permitted Liens or (ii) to the date of this Indenture or thereafter acquiredextent that, securing any Indebtedness (the “Initial Lien”)contemporaneously therewith, 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) obligation that is secured by any such obligation Lien for so long as such obligation is so secured. Solely for purposes of this Section 4.06 (but not the "Total Consolidated Assets" definition), and notwithstanding the "Subsidiary" definition, a corporation, association, partnership or other business entity that constitutes a joint venture or similar entity between the Guarantor and/or one or more of its Subsidiaries, on the one hand, and one or more Persons, on the other, and that would otherwise be a Subsidiary will not be deemed to be a Subsidiary (and, therefore, not subject to this covenant); provided that such joint venture or similar entity is not fully consolidated in the financial statements of the Guarantor (and instead is proportionately consolidated under CVM Instruction No. 247, as amended, any successor provision, or any equivalent provision under IFRS or other applicable generally accepted accounting principles, because it is jointly controlled by the Guarantor and/or its Subsidiaries, on the one hand, and such other Persons, on the other); provided, further, that the Debt secured or to be secured by Xxxxx is incurred to finance the business of such Initial Lienjoint venture or similar entity or property or assets owned or hereafter acquired, directly or indirectly, by it. Any such For the avoidance of doubt, a Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will permitted by this Section 4.06 need not be automatically and unconditionally released and discharged upon permitted solely by either clause (i) the release and discharge of the Initial Lien to which it relates, or (ii) ), but may be permitted in part by either such clause and in part by the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge other 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 Lienclauses.

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, 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 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 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 will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) on Liens of any kind against or upon any property or assets of the Company or any of its property or assets (including Capital Stock of any other Person), Restricted Subsidiaries whether owned on the date Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, except for Permitted Liens. Notwithstanding anything to the contrary in the immediately preceding paragraph, the Company will not, and will not cause or permit any 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 its Domestic Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis Subsidiaries to, in the case directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of Subordinated Obligations any kind against 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 upon 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, leasehold interest or (ii) in the case of any such Lien in favor of any such Capital Stock issued by a 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 of its Restricted Subsidiaries whether on or after the Issue Date or any right related thereto (other than (A) with respect to any such leasehold interests, Permitted Liens described in clauses (1), (2), (4) (provided that neither the Company or any Restricted Subsidiary inshall voluntarily take, or all or substantially all consent to the assets taking of, any Restricted Subsidiary creating action to perfect any such Initial LienPermitted Lien described in such clause (4)), (5), (13), (15), (17) and (20) of the definition thereof and (B) with respect to any such Capital Stock, Permitted Liens described in clauses (1), (13), (15) and (17) of the definition thereof; provided that, in each such case, an additional limitation to the limitations set forth in such clause (17) shall be that the Indebtedness that was being Refinanced was only secured by a Permitted Lien described in clause (13) of the definition thereof).

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, 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) unless, in the case of Subordinated Initial Liens on any asset or property other than Collateral, the Second Lien Loan Document Obligations or Guarantor Subordinated Obligations) are equally and ratably secured with 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 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 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 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. The Company shall will not, and shall will 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 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 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. (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 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. 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 107 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, 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 orand, in respect the case of Liens on any a Restricted Subsidiary’s property or assetsSubsidiary that is a Subsidiary Guarantor, any Subsidiary Guarantee of to secure such Restricted Subsidiary's Guaranty and all other amounts due under this Indenture, 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 payment to the Securities or Guarantor Subordinated Obligationsany Guaranty, 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. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon , except for (i) the release and discharge Liens securing any Senior Indebtedness or Guarantor Senior Indebtedness or any guaranty 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 Senior Indebtedness 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 Guarantor Senior Indebtedness by the Company or any Restricted Subsidiary in, or all or substantially all and (ii) Permitted Liens. Any Lien created in favor of the assets of, any Restricted Subsidiary creating such Initial Lien.Securities pursuant hereto will be automatically and unconditionally re-

Limitation on Liens. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, and each of the Guarantors will not, directly or indirectly, create create, incur, assume or permit or suffer to exist any Lien (Liens of any kind against or upon any Collateral, other than Permitted Collateral Liens) on . Each Guarantor and the Company will not, and the Company will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets that shall not constitute Collateral (including Capital Stock real or personal, tangible or intangible) of the Guarantors, the Company or any other Person)of its Restricted Subsidiaries, as applicable, whether owned on the date of this Indenture Issue Date or thereafter acquiredacquired after the Issue Date, securing or any Indebtedness proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless (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, x) in the case of Liens securing Subordinated Obligations Indebtedness, the Notes are secured by a Lien on such property, assets or Guarantor Subordinated Obligationsproceeds that is senior in priority to such Liens, and (y) such obligation in all other cases, the Notes are equally and ratably secured, in each case, for so long as such obligation Indebtedness is so secured by such Initial subject to a Lien; provided that the provisions of this Section 4.10 shall not prevent the creation, incurrence, assumption or existence of Permitted Liens with respect to property or assets not constituting Collateral. Any such Notwithstanding the foregoing, Trilogy LLC will not, and will not permit any of its Subsidiaries to, create, assume or suffer to exist any Lien thereby created in favor on the Equity Interests or assets of the Notes or any such Subsidiary Guarantee will be automatically NuevaTel and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relatesits Subsidiaries, (ii) in the case of other than any such Lien in favor that secures Obligations 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 NuevaTel or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lienof its Subsidiaries.

Limitation on Liens. The Company shall not, and shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create create, incur, assume, affirm or permit suffer to exist or become effective any Lien (other than of any kind except for Permitted Liens) on , upon any of its their respective property or assets (including Capital Stock of any other Person)assets, whether owned on or acquired after the date of this Indenture Issue Date, or thereafter acquiredany income, securing profits or proceeds therefrom, to secure (a) any Indebtedness of the Company or such Subsidiary (the “Initial Lien”if it is not a Subsidiary Guarantor), unless prior to, or contemporaneously therewith effective provision is made to secure therewith, the Securities are equally and ratably secured, or (b) any Indebtedness due under this Indenture and of any Subsidiary Guarantor, unless prior to, or contemporaneously therewith, the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, Subsidiary Guarantor is equally and ratably with (secured; provided, however, that if such Indebtedness is expressly subordinated to the Securities or on a senior basis tothe Subsidiary Guarantees, in the Lien securing such Indebtedness will be subordinated and junior to the Lien securing the Securities or the Subsidiary Guarantees, as the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long may be, with the same relative priority as such obligation is so secured by such Initial LienIndebtedness has with respect to the Securities or the Subsidiary Guarantees. Any such The foregoing covenant will not apply to any 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 relatessecuring Acquired Indebtedness, (ii) in the case of 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) extends only to any Person not an Affiliate of the Company of the property or assets secured by that were subject to such Initial Lien, or of all of Lien prior to the Capital Stock held related acquisition by the Company or any Restricted such Subsidiary inand was not created, incurred or all or substantially all the assets of, any Restricted Subsidiary creating assumed in contemplation of such Initial Lientransaction.

Limitation on Liens. The Company shall | So long as any Notes remain outstanding, the Guarantor 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 encumbrance (other than Permitted Liensa lien or other encumbrance arising by operation of law) on (a "Lien") upon the whole or any part of its property present or future property, assets or revenues to secure (including Capital Stock i) payment of any other Person), whether owned on Relevant Indebtedness or (ii) payment under any guarantee or indemnity granted by the date of this Indenture Guarantor 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, Principal Subsidiary in respect of Liens on any Restricted Subsidiary’s property Relevant Indebtedness, without in any such case at the same time affording to the Notes the same security as the Lien created or assetssubsisting to secure any such Relevant Indebtedness, any Subsidiary Guarantee of guarantee or indemnity or such Restricted Subsidiaryother security as the Guarantor, equally and ratably with (or on a senior basis toby an Officers' Certificate, in shall confirm to the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation Trustee is so secured by such Initial Lien. Any such Lien thereby created in favor not materially less beneficial to the Holders of the Notes or any such Subsidiary Guarantee will as shall be automatically and unconditionally released and discharged upon (i) the release and discharge approved by Holders of a majority in aggregate principal amount of each series of Outstanding Notes; provided, however, that a Lien existing to secure Relevant Indebtedness of, or in respect of the Initial payment of which there is granted a guarantee or an indemnity by, a Principal Subsidiary and which Lien existed prior to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge time of such Principal Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer becoming a Subsidiary (other than a transfer constituting Lien created or assumed in contemplation of such company becoming a transfer Subsidiary), shall be permitted and neither the Guarantor nor such Principal Subsidiary shall be required to extend the security of all or substantially all such Lien to the Holders 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.

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 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 shall Guarantor will not, and shall will not cause or permit any Restricted Subsidiary of its Subsidiaries (including the Issuer) to, directly or indirectly, create create, incur, assume or permit or 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 or thereafter acquired, securing any Indebtedness (the “Initial Lien”), other than a Permitted Lien, of any kind against or upon any Property or assets of the Guarantor or any of its Subsidiaries (including the Issuer) to secure Indebtedness whether owned on the Issue Date or acquired after the Issue Date, unless contemporaneously therewith it has made or will make effective provision is made to secure the Indebtedness due under this Indenture and whereby (a) the Notes oror the Guarantee, in respect of Liens on any Restricted Subsidiary’s property or assetsas the case may be, any Subsidiary Guarantee of will be secured by such Restricted Subsidiary, Lien equally and ratably with (or on a senior basis prior to, in the case event such Indebtedness is subordinated in right of Subordinated Obligations payment to the Notes or the Guarantee) all other Indebtedness of the Guarantor Subordinated Obligationsor any Subsidiary (including the Issuer) such obligation for so long as such obligation is so secured by such Initial Lien. Any Lien and (b) if such Lien thereby created in favor of secures Obligations subordinated to the Notes or any the Guarantee in right of payment, such Subsidiary Lien shall be subordinated to a Lien securing the Notes or the Guarantee in the same Property as that securing such Lien to the same extent as such subordinated Obligations are subordinated to the Notes and the Guarantee. Any Lien created for the benefit of the Holders pursuant to the preceding sentence shall provide by its terms that such Lien 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 create, incur, assume or indirectly, create or permit suffer to exist any Lien (other than Permitted Liens) on any of its property assets or assets (including properties of any character, or any shares of Capital Stock or Indebtedness of any other Person)Restricted Subsidiary, whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith without making effective provision is made to secure for all of the Indebtedness Notes 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 Subsidiary, to be secured equally and ratably with (or, if the obligation or on a senior basis liability to be secured by such Lien is subordinated in right of payment to the Notes or any Note Guaranty, prior to, in ) the case of Subordinated Obligations obligation or Guarantor Subordinated Obligations) liability secured by such obligation Lien for so long as such obligation is obligations are so secured by such Initial Liensecured. Any such Lien thereby The foregoing limitation does not apply to (i) Liens existing on the Effective Date, including Liens securing obligations under the Credit Facility; (ii) Liens granted after the Effective Date on any assets or Capital Stock of the Company or its Restricted Subsidiaries 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 Holders; (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of Liens with respect to the assets of a Restricted Subsidiary granted by such Restricted Subsidiary to the Company that is governed by Section 501) or a Wholly Owned Restricted Subsidiary to any Person not an Affiliate of secure Indebtedness owing to the Company or such other Restricted Subsidiary; (iv) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is permitted to be Incurred under the second paragraph of the Section 4.03; provided that such Liens do not extend to or cover any property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, other than the property or all assets securing the Indebtedness being refinanced; (v) Liens on any property or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.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 (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 Parent will not, and shall will not permit the Issuer or any other Restricted Subsidiary to, directly or indirectly, create create, Incur or permit suffer to exist any Lien (other than Permitted Liens) on upon any of its property or assets (including Capital Stock of any other Persona Restricted Subsidiary), whether owned on the date of this Indenture Issue Date or thereafter acquiredacquired after that date, or any interest therein or any income or profits therefrom, which Lien is securing any Indebtedness (such Lien, the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure except: (a) in the Indebtedness due under case of any property or asset that does not constitute Collateral, (1) Permitted Liens, or (2) Liens on property or assets that are not Permitted Liens, if the Notes and this Indenture and (or a Notes Guarantee in the Notes or, in respect case of Liens on any Restricted Subsidiary’s over property or assetsassets of a Guarantor) are, any Subsidiary Guarantee of such Restricted Subsidiarysubject to the Agreed Security Principles, directly secured equally and ratably with (or on a senior basis prior to, in the case of Liens with respect to Pari Passu Indebtedness, or 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 so created in favor of to secure the Notes, this Indenture or a 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, ; and (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 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 Lienasset that constitutes Collateral, Permitted Collateral Liens. Any Lien securing the Notes, this Indenture 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 Guarantees will be automatically and unconditionally released and discharged as set forth under Section 11.05.

Limitation on Liens. The Company shall will not, and shall will 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 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 (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 So long as any Notes remain outstanding, the Guarantor 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 encumbrance (other than Permitted Liensa lien or other encumbrance arising by operation of law) on (a “Lien”) upon the whole or any part of its property present or future property, assets or revenues to secure (including Capital Stock i) payment of any other Person), whether owned on Relevant Indebtedness or (ii) payment under any guarantee or indemnity granted by the date of this Indenture Guarantor 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, Principal Subsidiary in respect of Liens on any Restricted Subsidiary’s property Relevant Indebtedness, without in any such case at the same time affording to the Notes the same security as the Lien created or assetssubsisting to secure any such Relevant Indebtedness, any Subsidiary Guarantee of guarantee or indemnity or such Restricted Subsidiaryother security as the Guarantor, equally and ratably with (or on a senior basis toby an Officers’ Certificate, in shall confirm to the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation Trustee is so secured by such Initial Lien. Any such Lien thereby created in favor not materially less beneficial to the Holders of the Notes or any such Subsidiary Guarantee will as shall be automatically and unconditionally released and discharged upon (i) the release and discharge approved by Holders of a majority in aggregate principal amount of each series of Outstanding Notes; provided, however, that a Lien existing to secure Relevant Indebtedness of, or in respect of the Initial payment of which there is granted a guarantee or an indemnity by, a Principal Subsidiary and which Lien existed prior to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge time of such Principal Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer becoming a Subsidiary (other than a transfer constituting Lien created or assumed in contemplation of such company becoming a transfer Subsidiary), shall be permitted and neither the Guarantor nor such Principal Subsidiary shall be required to extend the security of all or substantially all such Lien to the Holders 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.

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 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 Note 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 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 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 Indenture the Indenture, the Notes and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, (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 Guarantee) 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 upon any Principal Property without securing the Indebtedness due under the Indenture, the Notes and the Subsidiary Guarantee if the aggregate principal amount of such Funded Debt secured by such Initial Lien. Any Lien upon such Principal Property, together with the aggregate outstanding principal amount of all other Funded Debt of the Company and any Restricted Subsidiary of the Company secured by any Liens (other than Permitted Liens) upon Principal Property, 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$2.25 billion.

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.

Limitation on Liens. The Company Parent Guarantor shall not, and shall not permit the Company or any other Restricted Subsidiary to, directly or indirectly, create create, Incur, assume 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 or thereafter acquired, securing any Indebtedness (the “Initial Lien”)) of any nature whatsoever or assign or otherwise convey any right to receive any income, unless contemporaneously therewith effective provision is made profits or proceeds on or with respect to secure any of the Indebtedness due under this Indenture and the Notes or, in respect of Liens on Parent Guarantor’s or any Restricted Subsidiary’s property or assets, including any Subsidiary Guarantee shares of such stock or Indebtedness of any Restricted Subsidiary, whether owned at or acquired after the date of this Facility Agreement, securing any Indebtedness of the Parent Guarantor, the Company or any other Restricted Subsidiary, other than Permitted Liens, without effectively providing that the Notes 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 pursuant to this Section 4.08 may provide by its terms that (a) 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) upon the release and discharge of the Initial Lien to which it relatesLien, (ii) 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 this Facility Agreement, (iii) with respect to any Guarantor the assets or the Capital Stock of which are encumbered by such Lien in favor of any such Subsidiary GuaranteeLien, upon the termination and discharge release of the Guarantee of such Subsidiary Guarantee Guarantor in accordance with the terms of Section 1303 this Facility Agreement or (iiiiv) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all upon the designation of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the Restricted Subsidiary whose property or assets secured by secure such Initial Lien, or Lien as an Unrestricted Subsidiary in accordance with the terms of all this Facility Agreement and (b) the Person in favour of whom such Lien was created may exclusively control the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating disposition of property subject to 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. 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 Credit Parties shall not, and shall not cause or permit any Restricted Subsidiary of their respective Subsidiaries to, directly create, assume, incur or indirectlyguarantee any indebtedness for money borrowed that is secured by a pledge, create mortgage, lien or permit to exist any Lien other encumbrance (other than Permitted Liens) on any voting stock or profit participating equity interests of its property their respective Subsidiaries (to the extent of their ownership of such voting stock or profit participating equity interests) or any entity that succeeds (whether by merger, consolidation, sale of assets (including Capital Stock or otherwise) to all or any substantial part of the business of any of such Subsidiaries, without providing that the Securities (together with, if the Credit Parties shall so determine, any other Person)indebtedness of, whether owned on or guarantee by, the date Credit Parties ranking equally with the Securities and existing as of this Indenture the 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, created) will be 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 prior to all other indebtedness secured by such Initial Lien. Any such Lien thereby created in favor of pledge, mortgage, lien or other encumbrance on the Notes voting stock 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 profit participating equity interests of any such Lien in favor entities. This covenant will not limit the ability of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 Credit Parties or (iii) any sale, exchange their Subsidiaries to incur indebtedness or transfer (other obligations secured by liens on assets other than a transfer constituting a transfer of all the voting stock or substantially all profit participating equity interests 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 LienCredit Parties and their respective Subsidiaries.

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 to, directly create, incur, assume or indirectly, create or permit suffer to exist any Lien (other than Permitted Liens) on any of its property assets or assets properties of any character (including including, without limitation, licenses), or any shares of Capital Stock or Indebtedness of any other Person)Restricted Subsidiary, whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously therewith without making effective provision is made to secure for all of the Indebtedness Notes 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 Subsidiary, to be directly secured equally and ratably with (or, if the obligation 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 liability to be secured by such Initial Lien is subordinated in right of payment to the Notes, prior to) the obligation or liability secured by such Lien. Any such Lien thereby The foregoing limitation does not apply to (i) Liens existing on the Closing Date, including Liens securing obligations under the Credit Agreement; (ii) Liens granted after the Closing Date on any assets or Capital Stock of the Company or its Restricted Subsidiaries 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 Holders; (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of Liens with respect to the assets of a Restricted Subsidiary granted by such Restricted Subsidiary to the Company that or a Restricted Subsidiary to secure Indebtedness owing to the Company or such other Restricted Subsidiary; (iv) Liens securing Indebtedness which is governed by Section 501Incurred to refinance secured Indebtedness which is permitted to be Incurred under clause (iii) to any Person not an Affiliate of the Company second paragraph of the Section 4.03(a); provided that such Liens do not extend to or cover any property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, other than the property or all or substantially all assets securing the assets of, any Restricted Subsidiary creating such Initial Lien.Indebtedness being refinanced; (v) Liens on the

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 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 not, and shall not permit any Restricted Significant Subsidiary to, directly or indirectly, create or permit suffer to exist any Lien (other than Permitted Liens) on upon any of its property or assets (including now owned or hereafter acquired by it or on any Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, Significant Subsidiary securing any Indebtedness (Debt of the “Initial Lien”), Company or any Significant Subsidiary 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 Obligations) such obligation for so long as such obligation 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 The preceding sentence shall 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 require the Company or any Restricted Subsidiary into equally and ratably secure the Securities if the Lien consists of a Permitted Lien. Solely for purposes of this Section 10.09 (but not the definition of “Consolidated Total Assets”), and notwithstanding the definition of “Subsidiary,” a corporation, association, partnership or other business entity that constitutes a joint venture or similar entity between the Company and/or one or more of its Subsidiaries, on the one hand, and one or more persons, on the other, and that would otherwise be a Subsidiary will not be deemed to be a Subsidiary (and, therefore, not subject to this covenant); provided that such joint venture or similar entity is not fully consolidated in the financial statements of the Company (and instead is proportionately consolidated under Brazilian Securities Commission Instruction No. 247, as amended, or all any successor provision because it is jointly controlled by the Company and/or its Subsidiaries, on the one hand, and such other persons, on the other); and provided further that the Debt secured or substantially all to be secured by Liens is incurred to finance the business of such joint venture or similar entity or property or assets ofowned or hereafter acquired, any Restricted Subsidiary creating such Initial Liendirectly or indirectly, by it.

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 (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. (a) The Company shall not, and nor shall not it permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create or permit to exist incur any Lien (other than Permitted Liensthe "Initial Lien") of any kind securing Indebtedness for money borrowed upon any assets, whether now owned or hereafter acquired, of the Company or any such Subsidiary without equally and ratably securing the Securities by a Lien ranking ratably with and equally to such secured Indebtedness, except that the foregoing restriction shall not apply to: (i) Liens on assets of any Person existing at the time such Person becomes a Subsidiary; (ii) Liens on assets existing at the time of acquisition thereof, or to secure the payment of the purchase price of such assets, or to secure Indebtedness incurred or guaranteed by the Company or a Subsidiary for the purpose of financing the purchase price of such assets or improvements or construction thereon, which Indebtedness is incurred or guaranteed prior to, at the time of or within 360 days after such acquisition (or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later); (iii) Liens on any assets of its property a Person existing at the time such Person is merged into or consolidated with the Company or a Subsidiary or at the time of a purchase, lease or other acquisition of the assets of a Person as an entirety or substantially as an entirety by the Company or a Subsidiary; (including Capital Stock iv) Liens on any assets of the Company or a Subsidiary in favor of the United States of America or any state thereof, or in favor of any other Person)country, whether owned on or in favor of any political subdivision of any of the date of this Indenture foregoing, to secure certain payments pursuant to any contract or thereafter acquired, securing statute or to secure any Indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price (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 real property, the cost of construction) of the assets subject to such Liens (including, but not limited to, Liens incurred in connection with industrial revenue or Guarantor Subordinated Obligationssimilar financing involving a political subdivision, agency or authority thereof); or (v) such obligation for so long as such obligation is so secured by such Initial any other Permitted Lien. Any Lien created for the benefit of the Holders of the Securities pursuant to the preceding 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 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 and the Affiliate Issuer will not, and shall will not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, Incur or permit suffer to exist any 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 the Indenture or thereafter acquiredacquired after that date, which Lien is securing 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 the 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 prior to, in the case of Subordinated Obligations or Guarantor Liens with respect to Subordinated Obligations) 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 other than the Company, the Affiliate of the Company Issuer or any Restricted Subsidiary of the property or assets secured by such Initial Lien, or (iii) the full and final payment of all of the Capital Stock held amounts payable by the Company or any Restricted Subsidiary inunder the Notes and the Indenture, or all (iv) the defeasance or substantially all discharge of the assets ofNotes in accordance with the defeasance provisions described under “—Defeasance”. Notwithstanding the foregoing, the Company and the Affiliate Issuer will not, and will not permit any of the Restricted Subsidiary creating such Initial LienSubsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien on any Collateral (other than Permitted Collateral 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 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.