Common use of Limitations on Liens Clause in Contracts

Limitations on Liens. The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary, whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unless: (1) in the case of Liens securing Indebtedness that is Subordinated Indebtedness, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured by a Lien on such assets that is senior in priority to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be.

Limitations on Liens. The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, createCreate, incur, assume or permit or suffer to exist any Lien upon any property or assets of any kind (other than Permitted Liensreal or personal, tangible or intangible) of any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted SubsidiaryBorrower Party, whether now owned at the Issue Date or thereafter acquiredhereafter acquired (each, which Lien a “Subject Lien”) that secures obligations under any Indebtedness or Hedging Obligations unless: (1a) in the case of Subject Liens securing Indebtedness that on any Collateral, such Subject Lien is Subordinated Indebtedness, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured by a Lien on such assets that is senior in priority to such LiensPermitted Lien; and (2b) in all the case of any other casesasset or property, any Subject Lien if (i) the Notes or the Note Guarantee of such Restricted Subsidiary, if any, Obligations are secured equally and ratably secured with (or prior on a senior basis to, in the case such Subject Lien secures any Junior Financing) the obligations secured by such Subject Lien or (ii) such Subject Lien is a Permitted Lien. Any Lien created for the benefit of the Secured Parties pursuant to the preceding clause (b) shall provide by its terms that such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be automatically and unconditionally be released and discharged at upon the same time as the release and discharge of the Subject Lien that gave rise to the obligation to so secure the Notes Obligations. No reference herein to Liens permitted hereunder (including Permitted Liens), including any statement or provision as to the acceptability of any Liens (including Permitted Liens), shall in any way constitute or be construed as to provide for an implied subordination of any rights of the Agents, the Lenders or other Secured Parties hereunder or arising under any of the other Loan Documents in favor of such Note Guarantee, as the case may beLiens.

Limitations on Liens. The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, createCreate, incur, assume or permit or suffer to exist any Lien upon any property or assets of any kind (other than Permitted Liensreal or personal, tangible or intangible) of any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted SubsidiaryBorrower Party, whether now owned at the Issue Date or thereafter acquiredhereafter acquired (each, which Lien a “Subject Lien”) that secures obligations under any Indebtedness or Hedging Obligations Cash Management Services unless: (1a) in the case of Subject Liens securing Indebtedness that on any Collateral, such Subject Lien is Subordinated Indebtedness, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured by a Lien on such assets that is senior in priority to such LiensPermitted Lien; and (2b) in all the case of any other casesasset or property, any Subject Lien if (i) the Notes or the Note Guarantee of such Restricted Subsidiary, if any, Obligations are secured equally and ratably secured with (or prior on a senior basis to, in the case such Subject Lien secures any Junior Financing) the obligations secured by such Subject Lien or (ii) such Subject Lien is a Permitted Lien. Any Lien created for the benefit of the Secured Parties pursuant to the preceding clause (b) shall provide by its terms that such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be automatically and unconditionally be released and discharged at upon the same time as the release and discharge of the Subject Lien that gave rise to the obligation to so secure the Notes Obligations. No reference herein to Liens permitted hereunder (including Permitted Liens), including any statement or provision as to the acceptability of any Liens (including Permitted Liens), shall in any way constitute or be construed as to provide for an implied subordination of any rights of the Agents, the Lenders or other Secured Parties hereunder or arising under any of the other Loan Documents in favor of such Note Guarantee, as the case may beLiens.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any nature whatsoever (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at on the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unlessany proceeds therefrom, in each case securing an obligation that ranks pari passu in right of payment with, or that is subordinated in right of payment to, the Notes or any Guarantee, unless contemporaneously therewith: (1a) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu in right of payment with the Notes or the Note Guarantee of such Restricted Subsidiaryany Guarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, secure the Notes or such Guarantee, as the Note Guarantee of such Restricted Subsidiarycase may be, if any, are secured at least equally and ratably with or prior to such Liensobligation with a Lien on the same collateral; provided that and (b) in the case of any Lien which securing an obligation that is granted subordinated in right of payment to the Notes or a Guarantee, effective provision is made to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any nature whatsoever (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, which Lien secures Indebtedness or Hedging Obligations unlesstrade payables, unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the Note Guarantee of such Restricted Subsidiarya Guarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, secure the Notes or such Guarantee, as the Note Guarantee of such Restricted Subsidiarycase may be, if any, are secured at least equally and ratably with or prior to such Liensobligation with a Lien on the same collateral; provided that and (2) in the case of any Lien which securing an obligation that is granted subordinated in right of payment to the Notes or a Guarantee, effective provision is made to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. (a) The Issuer Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries, to, directly or indirectly, create, incur, incur or assume or permit or suffer to exist any Lien of any kind (other than Permitted Liens) of on any nature whatsoever against any assets (including Equity Interests of a Restricted asset now owned or hereafter acquired by the Company, such Subsidiary) of the Issuer or any Restricted Subsidiary, whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unless: (1) ; provided that in the case of Liens that constitute Permitted Liens securing Indebtedness that is Subordinated Indebtedness, the Notes or the Note and any applicable Guarantee of such Restricted Subsidiary, if any, are secured by a Lien on such property or assets of the Company or such Guarantor and the proceeds thereof that is senior in priority to such Liens; andLiens pursuant to a Permitted Intercreditor Agreement. (2b) The Company will not, and will not permit any of the Note Parties to, create, incur or assume or otherwise cause or suffer to exist or become effective any Lien of any kind upon any of their property or assets, now owned or hereafter acquired which Lien secures Indebtedness and is secured on a pari passu basis with the Note Obligations or higher in all other cases, priority to the Liens securing the Notes or the Note Guarantee of such Restricted Subsidiaryother than Liens permitted pursuant to clause (j), if any(k), are secured equally (w), (aa) and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge (dd) of the Lien that gave rise definition of Permitted Liens (and subject to the obligation to so secure the Notes or limitations set forth in such Note Guarantee, as the case may beclauses).

Limitations on Liens. (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary, whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Indebtedness, Hedging Obligations unless:or trade payables. (1b) The provisions in the preceding clause (a) shall not apply to Liens on Collateral to secure Indebtedness (“Permitted Parity Indebtedness”) in the case of Liens securing Indebtedness an aggregate principal amount not exceeding $5,000,000,000 that is Subordinated Indebtedness, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured by a Lien on such assets that is senior equal and ratable with or junior to the Lien in priority favor of the Collateral Agent for the benefit of the Trustee and the Holders with respect to such Liensthe Notes and the Note Guarantees; and (2) in all other casesprovided that, the Notes or may be restricted from participating in providing instructions in respect of remedies and enforcement to the Note Guarantee Collateral Agent with respect to the Collateral; provided, further, that, when there is no Credit Agreement outstanding, Liens incurred pursuant to this paragraph in favor of such Restricted Subsidiary, if any, are secured equally holders of Permitted Parity Indebtedness that ranks pari passu with the Notes may be entitled to participate in providing instructions in respect of remedies and enforcement to the Collateral Agent with respect to the Collateral ratably with or prior to the holders of any other such Liens; provided that any Lien which is granted to secure Indebtedness and the Holders of the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise in proportion to the obligation to so secure the Notes or amount of obligations under such Note Guarantee, as the case may beIndebtedness.

Limitations on Liens. (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary, whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Indebtedness, Hedging Obligations unless:or trade payables. (1b) The provisions in the preceding clause (a) shall not apply to Liens on Collateral to secure Indebtedness (“Permitted Parity Indebtedness”) in the case of Liens securing Indebtedness an aggregate principal amount not exceeding $5,000,000,000 that is Subordinated Indebtedness, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured by a Lien on such assets that is senior equal and ratable with or junior to the Lien in priority favor of the Collateral Agent for the benefit of the Trustee and the Holders with respect to such Liensthe Notes and the Note Guarantees; and (2) in all other casesprovided that, the Notes or may be restricted from participating in providing instructions in respect of remedies and enforcement to the Note Guarantee Collateral Agent with respect to the Collateral; provided further that when there is no Credit Agreement outstanding, Liens incurred pursuant to this paragraph in favor of such Restricted Subsidiary, if any, are secured equally holders of Permitted Parity Indebtedness that ranks pari passu with the Notes may be entitled to participate in providing instructions in respect of remedies and enforcement to the Collateral Agent with respect to the Collateral ratably with or prior to the holders of any other such Liens; provided that any Lien which is granted to secure Indebtedness and the Holders of the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise in proportion to the obligation to so secure the Notes or amount of obligations under such Note Guarantee, as the case may beIndebtedness.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any nature whatsoever against (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, which Lien secures Indebtedness or Hedging Obligations unlesstrade payables, unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the a Note Guarantee of such Restricted SubsidiaryGuarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and (2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any nature whatsoever (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unlessany proceeds therefrom, in each case securing an obligation that ranks pari passu in right of payment with, or that is subordinated in right of payment to, the Notes or any Guarantee, unless contemporaneously therewith: (1a) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu in right of payment with the Notes or the Note Guarantee of such Restricted Subsidiaryany Guarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, secure the Notes or such Guarantee, as the Note Guarantee of such Restricted Subsidiarycase may be, if any, are secured at least equally and ratably with or prior to such Liensobligation with a Lien on the same collateral; provided that and (b) in the case of any Lien which securing an obligation that is granted subordinated in right of payment to the Notes or a Guarantee, effective provision is made to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. (a) The Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) of that secures obligations under any nature whatsoever against Indebtedness or any assets (including Equity Interests of a Restricted Subsidiary) related guarantee, on any asset of the Issuer Company or any Restricted Subsidiary, whether owned at on the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unlessexcept Permitted Liens, unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the Note Guarantee of such Restricted Subsidiarya Guarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, secure the Notes or such Guarantee, as the Note Guarantee of such Restricted Subsidiarycase may be, if any, are secured at least equally and ratably with or prior to such Liensobligation with a Lien on the same collateral; provided that and (2) in the case of any Lien which securing an obligation that is granted subordinated in right of payment to the Notes or a Guarantee, effective provision is made to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien (such Lien, the “Primary Lien”). (b) Any Lien created for the benefit of the Holders pursuant to Section 4.12(a) shall automatically and unconditionally be released and discharged upon the release and discharge of the Primary Lien, without any further action on the part of any Person.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unlesstrade payables or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the a Note Guarantee of such Restricted SubsidiaryGuarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and (2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any nature whatsoever (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, which Lien secures Indebtedness or Hedging Obligations unlesstrade payables, unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the a Note Guarantee of such Restricted SubsidiaryGuarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and (2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. a) The Issuer Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist enter into a guarantee (collectively “incur”) of, any Indebtedness secured by a Lien (other than a Permitted LiensLien) of on any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) of the Issuer Company’s or any of the Company’s Restricted SubsidiarySubsidiaries’ Capital Stock or assets, whether owned at unless the Issue Date Company secures the Notes equally and ratably with the Indebtedness secured by such Lien (other than a Permitted Lien) for so long (i) as such Indebtedness is so secured (any such Lien created shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien to which it relates or thereafter acquiredsuch Lien constituting a Permitted Lien), which Lien secures Indebtedness or Hedging Obligations unless: (1ii) in the case Restricted Subsidiary is no longer a Subsidiary of Liens securing the Company. The restrictions do not apply to Indebtedness that is Subordinated Indebtednesssecured by Permitted Liens. b) For purposes of the calculation of the Secured Leverage Ratio calculation, the Notes or the Note Guarantee Company may treat any amount of such Restricted Subsidiary, if any, are future Indebtedness as outstanding Indebtedness secured by a Lien on such assets that is senior in priority and may then later incur a Lien with respect to such Liens; and (2) in all other cases, the Notes or the Note Guarantee amount of such Restricted Subsidiary, if any, are secured equally and ratably Indebtedness without complying with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may beSection 4.06.

Limitations on Liens. The Issuer Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume incur or permit otherwise cause or suffer to exist or become effective any Lien Liens of any kind (other than Permitted Liens) of upon any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) property or asset of the Issuer Company or any Restricted SubsidiarySubsidiary or any shares of stock or debt of any Restricted Subsidiary which owns property or assets, whether now owned at the Issue Date or thereafter hereafter acquired, in any case which secures Indebtedness pari passu with or ---- ----- subordinated to the Notes unless (i) if such Lien secures Indebtedness or Hedging Obligations unless: (1) in which is pari passu with the case of Liens securing Indebtedness that is Subordinated IndebtednessNotes, then the Notes are secured on an equal and ratable or ---- ----- senior basis with the Note Guarantee of obligations so secured until such Restricted Subsidiary, if any, are time as such obligation is no longer secured by a Lien on or (ii) if such assets that Lien secures Indebtedness which is senior in priority subordinated to the Notes, any such Liens; and (2) in all other cases, Lien shall be subordinated to the Lien granted to the Holders of the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at in the same time as the discharge of the Lien that gave rise collateral to the obligation same extent as such subordinated Indebtedness is subordinated to so secure the Notes or such Note Guarantee, as the case may beNotes.

Limitations on Liens. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries and Restricted Joint Ventures, in each case, to, directly or indirectly, create, incur, incur or assume or permit or suffer to exist any Lien of any kind (other than Permitted Liens) of on any nature whatsoever against any assets (including Equity Interests of a asset now owned or hereafter acquired by the Company or such Restricted Subsidiary) . For purposes of the Issuer or any Restricted Subsidiarydetermining compliance with this Section 4.10, whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unless: (1i) in the case of Liens that constitute Permitted Liens securing Indebtedness that is Subordinated Indebtedness, the Notes or the Note and any applicable Guarantee of such Restricted Subsidiary, if any, are secured by a Lien on such property or assets of the Company or such Restricted Subsidiary and the proceeds thereof that is senior in priority to such Liens; and and (2ii) in all other casescases that constitute Permitted Liens, the Notes or and the Note applicable Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably secured with or prior to such Liens; provided that any Obligation with a Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at on the same time as the discharge assets of the Lien that gave rise to the obligation to so secure the Notes Company or such Note GuaranteeRestricted Subsidiary, as the case may be. (b) [intentionally omitted]. (c) The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur or assume or otherwise cause or suffer to exist or become effective any Lien of any kind upon any of their property or assets, now owned or hereafter acquired which Lien secures Indebtedness and is secured on a pari passu basis with the Note Obligations or higher in priority to the Liens securing the Notes other than Liens permitted pursuant to clause (h) of the definition of Permitted Liens.

Limitations on Liens. The Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume incur or permit otherwise cause or suffer to exist any Lien Liens of any kind (other than Permitted Liens) of upon any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) property or asset of the Issuer Company or any such Restricted SubsidiarySubsidiary to secure Indebtedness which is pari passu with or subordinate in right of payment to the Notes or the Guarantees, whether owned at as the Issue Date or thereafter acquiredcase may be, which unless (i) if such Lien secures Indebtedness which is pari passu with the Notes or Hedging Obligations unless: (1) in the case of Liens securing Indebtedness that is Subordinated IndebtednessGuarantees, the Notes or the Note Guarantee of such Restricted SubsidiaryGuarantees, if anyas the case may be, are secured on an equal and ratable basis with the obligation so secured until such time as such obligation is no longer secured by a Lien on and (ii) if such assets that Lien secures Indebtedness which is senior in priority subordinated to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of Guarantees, such Restricted Subsidiary, if any, are Indebtedness secured equally by such Lien and ratably with or prior such Lien shall be subordinated to such Liens; provided that any the Lien which is granted to secure the Holders of the Notes to the same extent as such Indebtedness is subordinated to the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note GuaranteeGuarantees, as the case may be.

Limitations on Liens. The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume incur or permit otherwise cause or suffer to exist or become effective any Lien Liens of any kind (other than Permitted Liens) of upon any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) property or asset of the Issuer Company or any Restricted SubsidiarySubsidiary or any shares of stock or debt of any Restricted Subsidiary which owns property or assets, whether now owned at the Issue Date or thereafter hereafter acquired, which secures Indebtedness PARI PASSU with or subordinated to the Notes or any Guarantee unless (i) if such Lien secures Indebtedness or Hedging Obligations unless: (1) in the case of Liens securing Indebtedness that which is Subordinated Indebtedness, PARI PASSU with the Notes or such Guarantee, then the Note Guarantee of Notes or such Restricted SubsidiaryGuarantee, if anyas the case may be, are secured on an equal and ratable basis with the obligations so secured until such time as such obligation is no longer secured by a Lien on or (ii) if such assets that is senior in priority to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien secures Indebtedness which is granted subordinated to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, any such Lien shall be subordinated to the Lien granted to the Holders of the Notes in the same collateral as that securing such Lien to the same extent as such subordinated Indebtedness is subordinated to the Notes or such Guarantee, as the case may be.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any nature whatsoever against (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date or 67 -60- thereafter acquired, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, which Lien secures Indebtedness or Hedging Obligations unlesstrade payables, unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the a Note Guarantee of such Restricted SubsidiaryGuarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and (2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. The Issuer will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume incur or permit otherwise cause or suffer to exist or become effective any Lien Liens of any kind (other than Permitted Liens) of upon any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) property or asset of the Issuer or any of its Restricted SubsidiarySubsidiaries, whether owned at the Issue Date or thereafter acquired, which unless (i) if such Lien secures Indebtedness or Hedging Obligations unless: (1) in the case of Liens securing Indebtedness that which is Subordinated Indebtedness, ranked pari passu with the Notes or any Guarantee, then the Note Guarantee of Notes or such Restricted SubsidiaryGuarantee, if anyas the case may be, are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien on or (ii) if such assets that is senior in priority to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien secures Indebtedness which is granted subordinated to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure Guarantee, then the Notes or such Note Guarantee, as the case may be, are secured and the Lien securing such other Indebtedness shall be subordinated to the Lien granted to the holders of the Notes or such Guarantee, as the case may be, at least to the same extent as such Indebtedness is subordinated to the Notes or such Guarantee, as the case may be.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any nature whatsoever (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or ), securing any Restricted SubsidiaryIndebtedness, whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unlessany proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the a Note Guarantee of such Restricted SubsidiaryGuarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same assets of the Issuer or such Restricted Subsidiary, as the case may be; and (2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same assets of the Issuer or such Restricted Subsidiary, as the case may be, that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than a Permitted LiensLien) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unlessany proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom (other than Permitted Liens) unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the a Note Guarantee of such Restricted SubsidiaryGuarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and (2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien. Notwithstanding the foregoing, in no event shall there be any Liens on the Escrow Funds, except the Lien of the Trustee for the benefit of the Holders of the Notes.

Limitations on Liens. The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume incur or permit otherwise cause or suffer to exist or become effective any Lien Liens of any kind (other than Permitted Liens) upon any property or asset of the Company or any of its Restricted Subsidiaries or any shares of Capital Stock or Indebtedness of any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) of the Issuer Subsidiary which owns property or any Restricted Subsidiaryassets, whether now owned at the Issue Date or thereafter hereafter acquired, to secure Indebtedness which is pari ---- passu with or subordinate in right of payment to the Notes unless (i) if such ----- Lien secures Indebtedness or Hedging Obligations unless: (1) in which is pari passu with the case of Liens securing Indebtedness that is Subordinated IndebtednessNotes, then the Notes or are ---- ----- secured on an equal and ratable basis with the Note Guarantee of obligations so secured until such Restricted Subsidiary, if any, are time as such obligation is no longer secured by a Lien on or (ii) if such assets that Lien secures Indebtedness which is senior in priority subordinated to the Notes, any such Liens; and (2) in all other cases, Lien shall be subordinated to the Lien granted to the Holders of the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time extent as the discharge of the Lien that gave rise such Indebtedness is subordinated to the obligation to so secure the Notes or such Note Guarantee, as the case may beNotes.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any nature whatsoever (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date on August 11, 2009 or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unlessany proceeds therefrom, in each case securing an obligation that ranks pari passu in right of payment with, or that is subordinated in right of payment to, the Notes or any Guarantee, unless contemporaneously therewith: (1a) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu in right of payment with the Notes or the Note Guarantee of such Restricted Subsidiaryany Guarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, secure the Notes or such Guarantee, as the Note Guarantee of such Restricted Subsidiarycase may be, if any, are secured at least equally and ratably with or prior to such Liensobligation with a Lien on the same collateral; provided that and (b) in the case of any Lien which securing an obligation that is granted subordinated in right of payment to the Notes or a Guarantee, effective provision is made to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. The Issuer will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unlesstrade payables or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the a Note Guarantee of such Restricted SubsidiaryGuarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and (2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. The Issuer Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain Outstanding, the Company will not, and nor will not it permit any Restricted Subsidiary to, directly or indirectlyissue, incur, create, incur, assume or permit guarantee any debt for borrowed money (hereinafter in this Article 10 referred to as "Debt"), secured by a mortgage, security interest, pledge, lien, charge or suffer other encumbrance (mortgages, security interests, pledges, liens, charges and other encumbrances being hereinafter in this Article 10, referred to exist as "mortgage" or "mortgages") upon any Lien (other than Permitted Liens) of any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) Principal Property of the Issuer Company or any Restricted SubsidiarySubsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, whether owned at shares of stock or indebtedness are now existing or owed or hereafter created or acquired) without in any such case effectively providing concurrently with the Issue Date issuance, incurrence, creation, assumption or guaranty of any such Debt that the Securities of such series Outstanding (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company or such Restricted Subsidiary ranking equally with the Securities of such series Outstanding and then existing or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unless: (1created) in the case of Liens securing Indebtedness that is Subordinated Indebtedness, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured by a Lien on such assets that is senior in priority to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are shall be secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged (or, at the same time as Company's option, prior to) such Debt; provided, however, that the discharge of the Lien that gave rise foregoing restrictions shall not apply to the obligation to so secure the Notes or such Note Guarantee, as the case may be.Debt secured by:

Limitations on Liens. The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary, whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unless: (1) in the case of Liens securing Indebtedness that is Subordinated IndebtednessObligations, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured by a Lien on such assets that is senior in priority to such Liens; and (2) unless in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided . For purposes of determining compliance with this Section 4.09, (i) any Lien need not be incurred solely by reference to one category of this covenant (or any portion thereof) described in the definition of “Permitted Liens” thereof but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (ii) in the event that any Lien which is granted incurred pursuant to secure the Notes or any Note Guarantee under this covenant shall be discharged at meets the same time as the discharge criteria of more than one of the types of Lien that gave rise to described in this covenant, the obligation to so secure Issuer, in its sole discretion, shall classify, or later divide, classify or reclassify (as if incurred at such later time), such Lien and may include the Notes amount and type of such Lien in one or more of the clauses of this Section 4.09 (including in part under one such Note Guarantee, as the case may beclause and in part under another such clause).

Limitations on Liens. The Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit suffer to exist, or agree to create, incur, assume or suffer to exist exist, or consent to cause or permit in the future the creation, incurrence or existence of, any Lien with respect to any assets, rights or properties (other than Permitted Liens) of any nature whatsoever against any assets (including Equity Interests of a Restricted Subsidiary) of the Issuer whether real or any Restricted Subsidiarypersonal, whether owned at the Issue Date tangible or thereafter intangible, now existing or hereafter acquired), which Lien secures Indebtedness or Hedging Obligations unlessexcept for: (1a) Liens in favor of the case of Liens securing Indebtedness that is Subordinated Indebtedness, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured by a Lien on such assets that is senior in priority to such Liens; andPurchaser; (2b) Permitted Liens; (c) The Liens reflected on Schedule 3.11(a), other than Liens required by the Purchaser to be terminated; (d) Liens (i) granted by Special Purpose Entities in all other casesfavor of any Credit Enhancers, (ii) granted by the Notes Company in favor of FSA under the FSA Stock Pledge Agreement and (iii) covering Automobile Contracts, or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, “residual interests,” as the case may be, that are transferred by the Company to any Special Purpose Entity in connection with any Warehouse Financing Transaction; and (e) Any Lien constituting a renewal, extension or replacement of any of the foregoing Liens, provided that the principal amount of any Indebtedness or other obligation secured by such renewal, extension or replacement Lien does not exceed the principal amount of the Indebtedness or other obligation renewed, extended or replaced.

Limitations on Liens. The Parent and the Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets of Parent, the Issuer or any Restricted Subsidiary securing any Indebtedness (including Equity Interests of a Restricted Subsidiary) of Subsidiary or the Issuer or any Restricted SubsidiaryIssuer), whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unlessany proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom (other than Permitted Liens), unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the a Note Guarantee of such Restricted SubsidiaryGuarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and (2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. The Issuer ▇▇▇▇▇▇ ▇▇▇▇▇ will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume incur or permit otherwise cause or suffer to exist or become effective any Lien Liens of any kind (other than Permitted Liens) upon any property or asset of ▇▇▇▇▇▇ ▇▇▇▇▇ or any Restricted Subsidiary or any shares of stock or debt of any nature whatsoever against Restricted Subsidiary which owns property or assets, now owned or hereafter acquired, in any assets case which secures Indebtedness pari passu with or ---- ----- subordinated to the Notes with respect to the Issuer or a Guarantor's Guarantee with respect to the respective Guarantor unless (including Equity Interests of a Restricted Subsidiaryi) if such Lien secures Indebtedness which is pari passu with the Notes in the case of the Issuer or any Restricted Subsidiarya ---- ----- Guarantee with respect to the respective Guarantor, whether owned at then the Issue Date Notes or thereafter acquiredsuch a Guarantee, which as applicable, are secured on an equal and ratable or senior basis with the obligations so secured until such time as such obligation is no longer secured by a Lien or (ii) if such Lien secures Indebtedness or Hedging Obligations unless: (1) which is subordinated to the Notes in the case of Liens securing Indebtedness that is Subordinated Indebtednessthe Issuer or a Guarantor's Guarantee in the case of a Guarantor, any such Lien shall be subordinated to the Lien granted to the Holders of the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured by a Lien on such assets that is senior in priority to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise collateral to the obligation same extent as such subordinated Indebtedness is subordinated to so secure the Notes or such Note Guarantee, as the case may beapplicable.

Limitations on Liens. (a) The Issuer Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incurissue, assume or permit guarantee any indebtedness for borrowed money (referred to in this Article as "indebtedness") secured by a mortgage, security interest, pledge or suffer lien (referred to exist any Lien (other than Permitted Liensin this Article as "mortgage" or "mortgages") of or upon any nature whatsoever against any assets (including Equity Interests Principal Property, or shares of a Restricted Subsidiary) capital stock or indebtedness of the Issuer or any Restricted Subsidiary, whether such Principal Property, shares or indebtedness are owned at the Issue Date date of this Indenture or thereafter acquired, which Lien secures Indebtedness without making effective provision whereby the Securities (together with, if the Company shall so determine, any other indebtedness issued, assumed or Hedging Obligations unlessguaranteed by the Company or any Restricted Subsidiary and then existing or thereafter created) shall be secured by such mortgage equally and ratably with (or, at the option of the Company, prior to) such indebtedness, so long as such indebtedness shall be so secured; provided that the foregoing shall not apply to any of the following: (1) in the case mortgages of Liens securing Indebtedness that is Subordinated Indebtednessor upon any property acquired, constructed or improved by, or of or upon any shares of capital stock or indebtedness acquired by, the Notes Company or any Restricted Subsidiary after the Note Guarantee date of such Restricted Subsidiary, if any, are secured by a Lien on such assets that is senior in priority to such Liens; and this Indenture (2A) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes payment of all or any Note Guarantee under this covenant shall be discharged at the same time as the discharge part of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be.purchase price of such

Limitations on Liens. The Parent and the Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets of Parent, the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, which Lien secures or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom securing any Indebtedness or Hedging Obligations unless(other than Permitted Liens), unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the a Note Guarantee of such Restricted SubsidiaryGuarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and (2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. The Issuer Company will not, and will not permit any of its Restricted Subsidiary toSubsidiaries, directly or indirectly, to create, incur, assume incur or permit otherwise cause or suffer to exist or become effective any Lien Liens of any kind (other than Permitted Liens) of on or with respect to any nature whatsoever against any Property or assets (including Equity Interests of a Restricted Subsidiary) of the Issuer Company or any of its Restricted Subsidiary, whether Subsidiaries owned at on the Issue Date or thereafter acquiredacquired or designated, which or on the income or profits thereof, unless (i) if such Lien secures Indebtedness or Hedging Obligations unless: (1) in the case of Liens securing Indebtedness that which is Subordinated Indebtedness, ranked pari passu with the Notes or any Guarantee, then the Note Guarantee of Notes or such Restricted SubsidiaryGuarantee, if anyas the case may be, are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien on or (ii) if such assets that is senior in priority to such Liens; and (2) in all other casesLien secures Subordinated Indebtedness, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure then the Notes or such Note Guarantee, as the case may be, are secured and the Lien securing such other Indebtedness shall be subordinated to the Lien granted to the holders of the Notes or such Guarantee, as the case may be, at least to the same extent as such Indebtedness is subordinated to the Notes or such Guarantee, as the case may be.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any nature whatsoever against (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness or Hedging Obligations unlessany proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom (other than Asset Sales permitted under Section 4.11), unless contemporaneously therewith: (1a) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks PARI PASSU with the Notes or the a Note Guarantee of such Restricted SubsidiaryGuarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, the Notes or the Note Guarantee of such Restricted Subsidiary, if any, are secured equally and ratably with or prior to such Liens; provided that any Lien which is granted to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and (b) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.

Limitations on Liens. The Issuer will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any nature whatsoever against (other than Permitted Liens) of any nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary) of the Issuer or any Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, which Lien secures Indebtedness or Hedging Obligations unlesstrade payables, unless contemporaneously therewith: (1) in the case of Liens any Lien securing Indebtedness an obligation that is Subordinated Indebtedness, ranks pari passu with the Notes or the Note Guarantee of such Restricted Subsidiarya Guarantee, if any, are secured by a Lien on such assets that effective provision is senior in priority made to such Liens; and (2) in all other cases, secure the Notes or such Guarantee, as the Note Guarantee of such Restricted Subsidiarycase may be, if any, are secured at least equally and ratably with or prior to such Liensobligation with a Lien on the same collateral; provided that and (2) in the case of any Lien which securing an obligation that is granted subordinated in right of payment to the Notes or a Guarantee, effective provision is made to secure the Notes or any Note Guarantee under this covenant shall be discharged at the same time as the discharge of the Lien that gave rise to the obligation to so secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation, in each case, for so long as such obligation is secured by such Lien.