Common use of Limitation of Guarantees by Restricted Subsidiaries Clause in Contracts

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary that is not a Guarantor, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (4) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case, such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a senior subordinated guarantee of payment of the Notes by such Restricted Subsidiary. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3A) Indebtedness under Currency Agreements and Commodity Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; or , (4B) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted IndebtednessIndebtedness or (C) any guarantee by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary permitted under Section 4.12), unless, in any such case, case (a) such Restricted Subsidiary that is not a Guarantor executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary (the "Guarantee") and (b) (x) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Debt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to the Guarantee pursuant to subordination provisions no less favorable in any material respect to the Holders than those contained in this Indenture and (y) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable in any material respect to the Holders than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary or the parent of such Restricted Subsidiary; provided that (a) such sale or disposition of such -------- Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteedguaranteed or (iii) such Guarantor becoming an Unrestricted Subsidiary in accordance with this Indenture.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3A) Indebtedness under Commodity Agreements and Currency Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; or , (4B) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted Indebtedness, (C) any guarantee by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary permitted under Section 4.12), or (D) any guarantee of Acquired Indebtedness of a person by any Subsidiary of such person which guarantee constitutes Acquired Indebtedness, unless, in any such case, case (a) such Restricted Subsidiary that is not a Guarantor executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes Guarantee by such Restricted Subsidiary. Notwithstanding the foregoing, (b) if any such Guarantee assumption, guarantee or other liability by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: the unconditional release of such Restricted Subsidiary from its liability is provided in respect of Senior Indebtedness, then the Indebtedness in connection with which guarantee or other instrument provided by such Guarantee was executed and delivered pursuant to this paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to in respect of such Senior Indebtedness shall be an Unrestricted Subsidiary pari passu in accordance right of payment with the applicable provisions of this Indenture; or any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture Guarantees and (bc) any such assumption, guarantee or other liability of such Restricted Subsidiary has been released by that is provided in respect of Subordinated Indebtedness shall be subordinated to the holders of Guarantees in a manner substantially similar to the other manner in which such Subordinated Indebtedness so guaranteedis subordinated.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3A) Indebtedness under Commodity Agreements and Currency Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; or , (4B) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted Indebtedness, (C) any guarantee by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary permitted under Section 4.12), or (D) any guarantee of Acquired Indebtedness of a person by any Subsidiary of such person which guarantee constitutes Acquired Indebtedness, unless, in any such case, case (a) such Restricted Subsidiary that is not a Guarantor executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes Guarantee by such Restricted Subsidiary. Notwithstanding the foregoing, (b) if any such Guarantee assumption, guarantee or other liability by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: the unconditional release of such Restricted Subsidiary from its liability is provided in respect of Pari Passu Indebtedness, then the Indebtedness in connection with which guarantee or other instrument provided by such Guarantee was executed and delivered pursuant to this paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to in respect of such Pari Passu Indebtedness shall be an Unrestricted Subsidiary pari passu in accordance right of payment with the applicable provisions of this Indenture; or any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture Guarantees and (bc) any such assumption, guarantee or other liability of such Restricted Subsidiary has been released by that is provided in respect of Indebtedness that is expressly subordinated to the holders of Notes shall be subordinated to the other Indebtedness so guaranteedGuarantees pursuant to subordination provisions no less favorable in any material respect to the Holders than the subordination provisions contained in this Indenture.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary Subsidiaries that is not a Guarantor, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: (1) in the case of a Foreign Restricted Subsidiary, Indebtedness or other obligations under the Credit AgreementAgreements; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (4) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case, such Restricted Subsidiary executes and delivers (i) a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted Subsidiary and (ii) supplements to the Security Documents to the extent necessary to grant a security interest to the Collateral Agent in the Collateral of such Restricted Subsidiary. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes and any Security Documents to which such Restricted Subsidiary is party shall provide by its their terms that it they shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee Trustee, the Collateral Agent or any Holder, upon: the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's ’s Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1A) Indebtedness or and other obligations under the Credit Agreement; , (2B) Permitted Indebtedness of a Restricted Subsidiary of the Company; , (3C) Indebtedness under Currency Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; , or (4D) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted Indebtedness), unless, in any such case, case (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes Securities by such Restricted Subsidiary. Notwithstanding Subsidiary (the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or any sale or other disposition (by merger or otherwise"Guarantee") to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) (x) if any such assumption, guarantee or other liability of such Restricted Subsidiary has been released is provided in respect of Senior Debt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to the holders Guarantee pursuant to subordination provisions no less favorable to the Holders of the Securities than those contained in this Indenture and (y) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness so guaranteedthat is expressly subordinated to the Securities, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Securities than those contained in this Indenture.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary that is not a GuarantorSubsidiary, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: (1) than Indebtedness or other obligations incurred under the Credit Agreement; (2Facility) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (4) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case, case (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture the Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary substantially in the form of Exhibit E (the "Guarantee") and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinate Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions not less favorable to the Holders of the Notes than those contained in the indenture or similar document governing such subordinated Indebtedness. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company Company, of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided PROVIDED, HOWEVER, that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this the Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3A) Indebtedness under Commodity Agreements and Currency Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; or , (4B) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted IndebtednessIndebtedness or (C) any guarantee by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary permitted under Section 4.12), unless, in any such case, case (a) such Restricted Subsidiary that is not a Guarantor executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes Guarantee by such Restricted Subsidiary. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) (x) if any such assumption, guarantee or other liability by such Restricted Subsidiary is provided in respect of Pari Passu Indebtedness, then the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Pari Passu Indebtedness shall be pari passu in right of payment with the Guarantees and (y) any such assumption, guarantee or other liability of such Restricted Subsidiary has been released by that is provided in respect of Indebtedness that is expressly subordinated to the holders of Notes shall be subordinated to the other Indebtedness so guaranteedGuarantees pursuant to subordination provisions no less favorable in any material respect to the Holders than the subordination provisions contained in this Indenture.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary that is not a Guarantor, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company (other than (A) Indebtedness and other Obligations under the New Credit Agreement, (B) Indebtedness incurred in reliance on clauses (xi) (to the extent the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or any other resold was permitted to be guaranteed by Restricted Subsidiary Subsidiaries) and (xii) of the Company (other than: (1) definition of Permitted Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3) Indebtedness under Currency Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; , or (4C) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted Indebtedness), unless, unless in any such case, case (a) such Restricted Subsidiary has executed and delivered or executes and delivers a supplemental indenture to this Indenture the Indenture, providing a senior subordinated guarantee of payment of the Notes Securities by such Restricted SubsidiarySubsidiary in the form required by this Indenture (the "Guarantee") and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Securities, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinate Indebtedness shall be similarly subordinated to the Guarantee. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes Securities shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided provided, however, that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of than any guarantee by a Foreign Restricted Subsidiary of the Company; (3) Indebtedness of another Foreign Restricted Subsidiary permitted under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (4) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted IndebtednessSection 4.12), unless, in any such case, case (a) such Restricted Subsidiary, if it is not a Subsidiary Guarantor, executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated Guarantee and (b) (x) if any such assumption, guarantee or other liability of payment such Restricted Subsidiary is provided in respect of Senior Indebtedness, the Notes guarantee or other instrument provided by such Restricted SubsidiarySubsidiary in respect of such Senior Indebtedness may be superior to the Guarantee pursuant to subordination provisions which, taken as a whole, are no less favorable in any material respect to the Holders than those contained in this Indenture and (y) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions which, taken as a whole, are no less favorable in any material respect to the Holders than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes pursuant to the foregoing paragraph shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's (or a Restricted Subsidiary of the Company's) Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary or the parent of such Restricted Subsidiary; provided provided, that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed60 69 guaranteed or (iii) such Subsidiary Guarantor becoming an Unrestricted Subsidiary in accordance with this Indenture.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1A) Indebtedness or and other obligations under the Amended Credit Agreement; Facility, (2B) Permitted Indebtedness of a Restricted Subsidiary of the Company; , (3c) Indebtedness under Currency Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; , or (4D) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted Indebtedness), or to incur any Indebtedness in an aggregate principal amount equal to or greater than $1.0 million unless, in any such case, case (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary (the "Guarantee") and (b) (x) if any such assumption, guarantee, incurrence or other liability of such Restricted Subsidiary is provided in respect of Senior Debt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and (y) if such assumption, guarantee, incurrence or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided PROVIDED that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Restricted Subsidiaries. The Company will shall not permit any of its domestic Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1A) Indebtedness or and other obligations under the Credit Agreement; , (2B) Permitted Indebtedness of a Restricted Subsidiary Subsidiary, (C) Senior Debt that is incurred in reliance on clause (xiv) of the Company; definition of "Permitted Indebtedness" and that is secured, (3D) Indebtedness under Currency Agreements incurred in reliance on clause (5v) of the definition of Permitted Indebtedness; Indebtedness or (4E) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted Indebtedness), unless, in any such case, case (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary (the "Guarantee") and (b) (x) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Debt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and (y) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee of the Notes by a Restricted Subsidiary of the Notes Company shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company Company, of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary Subsidi- ary of the Company (other than: (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (32) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (43) Interest Swap Obligations incurred in reliance on clause (4) of the definition defini- tion of Permitted Indebtedness), unless, in any such case, : (1) such Restricted Subsidiary executes and delivers delivers, or has previously executed and delivered, a supplemental indenture to this Indenture the Indenture, providing a senior subordinated guarantee of payment of the Notes by such Re- stricted Subsidiary; and (2) (a) if any such assumption, guarantee or other liability of such Restricted SubsidiarySubsidiary is provided in respect of Senior Debt, the guarantee or other instrument provided by such Restricted Sub- sidiary in respect of such Senior Debt may be superior to the Guaran- tee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in the Indenture and (b) if such assumption, guarantee or other liability of such Restricted Sub- sidiary is provided in respect of Indebtedness that is expressly sub- ordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebted- ness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in the Indenture. Notwithstanding the foregoing, any such Guarantee by a Restricted Re- stricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (3) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the pre- ceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance compli- ance with the terms of this the Indenture and (b) such assumption, guarantee guaran- tee or other liability of such Restricted Subsidiary has been released re- leased by the holders of the other Indebtedness so guaranteed.. Section 5.11

Limitation of Guarantees by Restricted Subsidiaries. The Company will shall not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: (1) than Indebtedness or other obligations incurred under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (4) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case, unless such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture the Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary (the "Guarantee"). Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.. ARTICLE FIVE

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1A) Indebtedness or and other obligations under the Credit Agreement; , (2B) Permitted Indebtedness of a Restricted Subsidiary of the Company; , (3C) Indebtedness under Currency Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; , or (4D) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted Indebtedness), unless, in any such case, case (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee Guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary (each a "Guarantee") and (b) (x) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Debt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and (y) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to such Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Re- 48 -41- stricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3A) Indebtedness under Currency Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; or , (4B) Interest Swap Obligations or Commodity Agreements incurred in reliance on clause (4iv) of the definition of Permitted Indebtedness), Indebtedness or (C) any guarantee by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary permitted under Section 4.12) unless, in any such case, case (a) such Restricted Subsidiary that is not a Guarantor executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated Guarantee and (b) (x) if any such assumption, guarantee or other liability of payment such Restricted Subsidiary is provided in respect of Senior Debt, the Notes guarantee or other instrument provided by such Restricted SubsidiarySubsidiary in respect of such Senior Debt may be superior to the Guarantee pursuant to subordination provisions no less favorable in any material respect to the Holders than those contained in this Indenture and (y) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable in any material respect to the Holders than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary or the parent of such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed; or (iii) such Guarantor becoming an Unrestricted Subsidiary in accordance with this Indenture.

Limitation of Guarantees by Restricted Subsidiaries. The Company Issuer will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee Guarantee or in any other manner become liable with respect to any Indebtedness of the Company Issuer or any other Restricted Subsidiary of the Company Issuer (other than: (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3) than Indebtedness under Currency Agreements Hedging Obligations in reliance on clause Clause 5.8.2 (5vii) of the definition of Permitted Indebtedness; or (4) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted IndebtednessSection 10.11), or to Incur any Indebtedness unless, in any such case, case (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing Guarantee (a senior subordinated guarantee “Subsidiary Guarantee”) of payment of the Notes by such Restricted Subsidiary. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) (x) if any such assumption, guarantee guarantee, incurrence or other liability of such Restricted Subsidiary has been released is provided in respect of Senior Indebtedness, the Subsidiary Guarantee shall be pari passu with such Senior Indebtedness and (y) if such assumption, guarantee, incurrence or other liability of such Restricted Subsidiary is provided in respect of any other Indebtedness, the Subsidiary Guarantee shall be senior to such Subordinated Obligations, and (c) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this clause shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the holders of the other Indebtedness so guaranteedtime such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary that is not a Guarantor, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3A) Indebtedness under Currency Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; , or (4B) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted Indebtedness), unless, in any such case, (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a senior subordinated guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary (the "Guarantee") and (b) (x) if any such guarantee of such Restricted Subsidiary is provided in respect of Senior Debt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and (y) if any such guarantee of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this the Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note note, or any Preferred Stock or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company that is a Guarantor (other than: (1) Indebtedness than guarantees, pledges or other obligations under the Credit Agreement; (2) Permitted Indebtedness assumptions of or liability for or in favor of a Foreign Credit Facility by Foreign Restricted Subsidiary of the Company; (3) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (4) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted IndebtednessSubsidiaries), unless, in any such case, case (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary (the "Guarantee") and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than the provisions subordinating such Indebtedness to the Notes; provided that the foregoing shall not be applicable to a guarantee of Acquired Indebtedness by another Restricted Subsidiary whose guarantee also constitutes Acquired Indebtedness incurred by the Company or one of its Restricted Subsidiaries in the same transaction. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's direct or indirect Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3A) Indebtedness under Currency Agreements and Commodity Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; or , (4B) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted IndebtednessIndebtedness or (C) any guarantee by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary permitted under Section 4.12), unless, in any such case, case (a) such Restricted Subsidiary that is not a Guarantor executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary (the "Guarantee") and (b) (x) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Debt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to the Guarantee pursuant to subordination provisions no less favorable in any material respect to the Holders than those contained in this Indenture and (y) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable in any material respect to the Holders than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary or the parent of such Restricted Subsidiary; provided PROVIDED that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteedguaranteed or (iii) such Guarantor becoming an Unrestricted Subsidiary in accordance with this Indenture.

Limitation of Guarantees by Restricted Subsidiaries. The Company will shall not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1A) Indebtedness or and other obligations under the Revolving Credit Agreement; Facility, (2B) Permitted Indebtedness of a Restricted Subsidiary of the Company; Subsidiary, (3C) Indebtedness under Currency Agreements incurred in reliance on clause (5vi) of the definition of Permitted Indebtedness; Indebtedness or (4D) Interest Swap Obligations incurred in reliance on clause (4v) of the definition of Permitted Indebtedness), unless, in any such case, case (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted Subsidiary (the "Guarantee") and (b) (x) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Debt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and (y) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture. Further, the Company will cause any Restricted Subsidiary that incurs in excess of $1.0 million of Restricted Subsidiary Indebtedness (a "Borrowing Restricted Subsidiary") to become a Subsidiary Guarantor, unless at the time such Restricted Subsidiary becomes a Borrowing Restricted Subsidiary the total investment of the Company and the Restricted Subsidiaries in such Borrowing Restricted Subsidiary and in all other Borrowing Restricted Subsidiaries that are not Subsidiary Guarantors, computed in accordance with GAAP, is less than 10% of the Total Tangible Assets of the Company. A Borrowing Restricted Subsidiary shall be released as a Subsidiary Guarantor (i) at such time as it ceases to be a Borrowing Restricted Subsidiary or (ii) upon the election of the Company, if after giving effect to such election, the total investment of the Company and the Restricted Subsidiaries in all Borrowing Restricted Subsidiaries that are not Subsidiary Guarantors, computed in accordance with GAAP, is less than 10% of the Total Tangible Assets of the Company. Notwithstanding the foregoing, any such Guarantee of the Notes by a Restricted Subsidiary of the Notes Company shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company Company, of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or any Preferred Stock or otherwise, to assume, guarantee or in any other manner become liable with respect re- spect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (4) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case, case (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary (the "Guarantee") and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than the provisions subordinating such Indebtedness to the Notes; provided that the foregoing shall not be applicable to any guarantee of the Obligations of the Company under the Senior Secured Credit Facilities. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's direct or indirect Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: than (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3A) Indebtedness under Currency Agreements and Commodity Agreements in reliance on clause (5v) of the definition of Permitted Indebtedness; or , (4B) Interest Swap Obligations incurred in reliance on clause (4iv) of the definition of Permitted IndebtednessIndebtedness or (C) any guarantee by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary permitted under Section 4.12), unless, in any such case, case (a) such Restricted Subsidiary that is not a Guarantor executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted Subsidiary (the "Guarantee") and (b) (x) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of PARI PASSU Indebtedness shall be PARI PASSU with such Restricted Subsidiary's Guarantee; and (y) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes shall be subordinated to such Restricted Subsidiary's Guarantee. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary or the parent of such Restricted Subsidiary; provided PROVIDED that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteedguaranteed or (iii) such Guarantor becoming an Unrestricted Subsidiary in accordance with this Indenture.

Limitation of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: (1) Indebtedness or other obligations under the Credit Agreement; (2) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3) than Indebtedness under Currency Agreements Hedging Obligations in reliance on clause (5vii) of the definition of Permitted Indebtedness; or (4) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted IndebtednessSection 10.11), or to incur any Indebtedness unless, in any such case, case (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture the Indenture, providing a senior subordinated guarantee Guarantee (a “Subsidiary Guarantee”) of payment of the Notes by such Restricted Subsidiary. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) (x) if any such assumption, guarantee guarantee, incurrence or other liability of such Restricted Subsidiary has been released is provided in respect of Senior Indebtedness, the Guarantee shall be pari passu with such Senior Indebtedness and (y) if such assumption, guarantee, incurrence or other liability of such Restricted Subsidiary is provided in respect of any other Indebtedness, the Guarantee shall be senior to such Subordinated Obligations, and (c) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this clause shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the holders of the other Indebtedness so guaranteedtime such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation of Guarantees by Restricted Subsidiaries. The Company will shall not permit any of its Restricted Subsidiary that is not a GuarantorSubsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: (1) Indebtedness or other obligations under the Credit Agreement; (2) than with respect to Permitted Indebtedness of a Restricted Subsidiary of the Company; (3) Indebtedness under Currency Agreements specified in reliance on clause (5v), (vi), (vii) or (viii) of the definition of Permitted Indebtedness; or (4) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtednessthereof), unless, in any such case, case (a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a senior subordinated guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary (the "Guarantee") and (b) such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Debt, and the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee of the Notes by a Restricted Subsidiary of the Notes Company shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this the preceding paragraph; if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company Company, of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.