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 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 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 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. 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 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 that 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. (b) 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 that (a) such sale or disposition of such Capital Stock 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 Restricted Subsidiary that is not a Guarantor(other than the Issuer and the Guarantors), 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 the Issuer, other than (A) Indebtedness incurred in reliance on clause (12) (to the extent the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold was permitted to be guaranteed by Restricted Subsidiary Subsidiaries) 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 (5) of the definition of Permitted Indebtedness; or ; (4B) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), ; or (C) additional Indebtedness incurred in reliance on clause (13) of the definition of Permitted Indebtedness; unless, in any such case, case (except as otherwise provided in Section 11.17) (a) such Restricted Subsidiary has executed and delivered or executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes Securities by such Restricted SubsidiarySubsidiary in the form required by this Indenture; 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 is similarly subordinated to the Guarantee of the Securities. Notwithstanding Any Guarantee of the foregoing, any such Guarantee Securities by a Restricted Subsidiary of the Notes shall will provide by its terms that it shall will be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: : (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee of the Securities 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 or (2) any sale or other disposition (by merger or otherwise) to any Person which that is not a Restricted Subsidiary of the Company 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 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 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 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 Permitted Interest Rate or Currency Agreements in reliance on clause (5Agreements) 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, : (1) 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, and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Indebtedness, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness may be superior to such guarantee of the Notes pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture 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 such guarantee at least to the same extent that the Notes are subordinated to Senior Indebtedness. Notwithstanding the foregoing, any such Subsidiary 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: : (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Subsidiary 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 ; (2) 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 of this Company so guaranteed; (3) the legal defeasance of the Notes as described in Article Eight; and (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary as described under the definition of "Unrestricted Subsidiary."

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 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 Except in respect of guarantees in effect on the Issue Date and permitted to exist under the Existing Senior Subordinated Notes Indenture and described in the Offering Memorandum under the heading “Description of Credit Facility and Other Indebtedness — Senior Subordinated Notes due 2011,” the Issuer shall not permit any of the 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) 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)Issuer, unless, in any such case, (1) such Restricted Subsidiary 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; and (2) if any 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 substantially to the same extent as such Indebtedness is subordinated to the Notes. 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 HolderHolder of Notes, upon: (1) 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 or (2) 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 a controlling interest in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that that (a) such sale or disposition of such Capital Stock controlling interest or assets is otherwise in compliance with the terms of this Indenture and Indenture; and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders Holders of the other Indebtedness so guaranteed.

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 otherwiseother than Guarantors, 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 CompanyCompany (other than guarantees of Ratio Debt); (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 of “Permitted Indebtedness”), unless, in any such case, : (1) such Restricted Subsidiary 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 Subsidiary, and (2) (a) 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 such guarantee of the Securities pursuant to subordination provisions no less favorable to the Holders of the Securities than those contained in this Indenture 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 subordinated Indebtedness shall be subordinated to such guarantee at least to the same extent that the Securities are subordinated to Senior Debt. 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: : (1) 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 ; (2) 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) in the case of a sale of substantially all assets, such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness of the Company so guaranteed; (3) the Legal Defeasance of the Securities pursuant to Section 8.02; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary pursuant to the provisions of 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 Company, other than (A) Indebtedness incurred in reliance on clause (12) (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) 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 (5) of the definition of Permitted Indebtedness; or ; (4B) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), ; or (C) additional Indebtedness incurred in reliance on clause (13) of the definition of Permitted Indebtedness; unless, in any such case, case (except as otherwise provided in Section 11.17) (a) such Restricted Subsidiary has executed and delivered or executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes Securities by such Restricted SubsidiarySubsidiary in the form required by this Indenture; 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 of the Securities. Notwithstanding Any Guarantee of the foregoing, any such Guarantee Securities 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: : (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee of the Securities 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 or (2) 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 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 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: 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 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 (i) any Indebtedness of the Company or any other Restricted Subsidiary of the Company or (ii) any Senior Secured Indebtedness, other 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 (5) of the definition of Permitted Indebtedness; or (4) Interest Swap Obligations incurred and Commodity Agreements in reliance on clause (4) of the definition of "Permitted Indebtedness), "; or (B) Interest Swap Obligations incurred in reliance on clause (3) of the definition of "Permitted Indebtedness"; or (C) any guarantee by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary permitted under Section 4.12; or (D) any guarantee of Indebtedness of the Company and its Restricted Subsidiaries permitted by clause (13) of the definition of "Permitted Indebtedness" unless, in any such case, : (1) such Restricted Subsidiary executes and delivers Subsidiary, if it is not already a supplemental indenture to this Indenture providing a senior subordinated guarantee of Guarantor, guarantees payment of the Notes to the extent permitted by such Restricted Subsidiary. Notwithstanding the foregoing, applicable law; (2) 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 by such Restricted Subsidiary has been released by the holders that is provided in respect of Indebtedness that is not subordinated to any other Indebtedness shall be pari passu with such Restricted Subsidiary's Guarantee of the Notes under this Indenture; and (3) any such assumption, guarantee or other liability by such Restricted Subsidiary that is provided in respect of Indebtedness so guaranteedthat is expressly subordinated to the Notes shall be subordinated to such Restricted Subsidiary's Guarantee of the Notes hereunder.

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 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 Except in respect of guarantees in effect on the Issue Date and permitted to exist under the Existing Senior Subordinated Notes Indenture and described in the Offering Memorandum under the heading "Description of Credit Facility and Other Indebtedness -- Senior Subordinated Notes due 2011," the Issuer shall not permit any of the 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) 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)Issuer, unless, in any such case, (1) such Restricted Subsidiary 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; and (2) if any 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 substantially to the same extent as such Indebtedness is subordinated to the Notes. 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 HolderHolder of Notes, upon: (1) 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 or (2) 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 a controlling interest in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that that (a) such sale or disposition of such Capital Stock controlling interest or assets is otherwise in compliance with the terms of this Indenture and Indenture; and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders 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 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 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 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 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. (a) The Company will not permit any Restricted Wholly-Owned Domestic Subsidiary (and non-Wholly-Owned Domestic Subsidiary that is not guarantees any other capital markets debt securities of the Company or any Guarantor), other than 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)Guarantor, unless, in any such case, (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes by such Restricted Subsidiary. Notwithstanding Subsidiary in the foregoingform required by this Indenture; and (2) if such guarantee 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 is similarly subordinated to the Note Guarantee; provided that this paragraph shall not be applicable to any guarantee of any Restricted Subsidiary that (x) existed at the time such Person became a Restricted Subsidiary of the Company and (y) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company. (b) Any Note Guarantee by a Restricted Subsidiary of the Notes shall will provide by its terms that it shall will be automatically and unconditionally released and discharged, without any further action required on the part of the Company, the Trustee or any Holder, upon: : (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Note Guarantee was executed and delivered pursuant to this paragraph; if the Company designates any Restricted Subsidiary that is paragraph (a) above (except a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions release by or as a result of this Indenture; or payment under such guarantee); (2) any sale or other disposition (by merger or otherwise) to any Person which that is not a Restricted Subsidiary of the Company of all an Affiliate of the Company's , of the Company’s Capital Stock inin such Restricted Subsidiary such that, after giving effect to any such sale or all or substantially all of the assets ofdisposition, such Person is no longer a 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 assumptionprovided, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.however, that:

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 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 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 Indebt edness 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 of Permitted IndebtednessIndebted ness), unless, in any such case, : (1) such Restricted Subsidiary 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 Subsidiary, and (2) (a) 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 such guarantee of the Securities pursuant to subordination provisions no less favorable to the Holders of the Securities than those contained in this Indenture 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 subordinated Indebtedness shall be subordinated to such guarantee at least to the same extent that the Securities are subordinated to Senior Debt. 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: : (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee Guaran tee 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 ; (2) 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 Indebted ness of the Company so guaranteed. (3) the Legal Defeasance of the Securities pursuant to Section 8.02; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary pursuant to the provisions of 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 Company, other than (A) Indebtedness incurred in reliance on clauses (12) (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 (13) 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 (5) of the definition of Permitted Indebtedness; or , or (4B) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case, (a) such Restricted Subsidiary has executed and delivered or executes and delivers a supplemental indenture to this Indenture Indenture, providing a senior subordinated guarantee of payment of the Notes Securities by such Restricted SubsidiarySubsidiary in the form required by this Indenture 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 guaran- tee or other instrument provided by such Restricted Subsidiary in respect of such subordinate Indebtedness shall be similarly subordinated to the Guarantee of the Securities. Notwithstanding Any Guarantee of the foregoing, any such Guarantee Securities 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: : (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee of the Securities 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 or (2) 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 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 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 Guarantor, Subsidiaries directly or indirectly, by way of the pledge of any intercompany note or otherwise, indirectly to assume, guarantee or in any other manner become liable with respect to Guarantee 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 excluding any Guarantee of a Restricted Subsidiary which constitutes Acquired Indebtedness of such Subsidiary, so long as such Guarantee does not apply to Indebtedness pursuant to the New Credit Facility or any other Indebtedness of the Company; (3Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) 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, (i) such Restricted Subsidiary executes becomes a Guarantor in accordance with the requirements of Section 11.07 and delivers a supplemental indenture to this Indenture providing a senior subordinated (ii) if any such guarantee of payment such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, such guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Subsidiary Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes by such Restricted Subsidiary. than those contained in this Indenture. (b) Notwithstanding the foregoingSection 4.08(a), any such Subsidiary 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: : 57 64 (i) the unconditional release and discharge of the Guarantee which resulted in the creation of such Restricted Subsidiary from its liability Guarantee (as well as the release or discharge of any subsequently created Guarantees which would have resulted 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 creation of such Capital Stock Subsidiary Guarantee if same did not already exist), in each case except a discharge or assets is otherwise in compliance with the terms release by or as a result of this Indenture and (b) payment under such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.Guarantee;

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. (1) 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: (1i) Indebtedness or and other obligations under the Credit Agreement; (2ii) Permitted Indebtedness of a Restricted Subsidiary of the Company; (3iii) Indebtedness under Currency Agreements or Commodity Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (4iv) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such 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. ; 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 (or a Guarantee of 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 such other Indebtedness. (2) Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall (and shall provide by its terms that it shall shall) be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: : (a) the unconditional release of such Restricted Subsidiary from its assumption, guarantee or other liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to this paragraphSection 4.16(1); 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 or (b) 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 (ai) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (bii) 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 On the Effective Date, BWAY Manufacturing will provide a guarantee of payment of the Securities. From and after the Effective Date, 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) 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 of “Permitted Indebtedness”), unless, in any such case, : (1) such Restricted Subsidiary 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 Subsidiary, and (2) (a) 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 such guarantee of the Securities pursuant to subordination provisions no less favorable to the Holders of the Securities than those contained in this Indenture 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 subordinated Indebtedness shall be subordinated to such guarantee at least to the same extent that the Securities are subordinated to Senior Debt. 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: : (1) 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 ; (2) 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) in the case of a sale of substantially all assets, such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness of the Company so guaranteed; (3) the Legal Defeasance of the Securities pursuant to Section 8.02; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary pursuant to the provisions of 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: (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.

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 (1) Indebtedness or other obligations under the Credit Agreement; (2A) Permitted Indebtedness of a Restricted Subsidiary of the Company; , (3B) Indebtedness under Currency Agreements in reliance on clause (5d) of the definition of Permitted Indebtedness; or , (4C) Interest Swap Obligations incurred in reliance on clause (4e) of the definition of Permitted IndebtednessIndebtedness or (D) guarantees by any foreign Subsidiary that guarantees Indebtedness only of other foreign Subsidiaries under any Senior Bank Facilities), unless, in any such case, : (1) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a senior subordinated Guarantee and (2) (a) 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 Subsidiary. Subsidiary in respect of such Senior Indebtedness may be superior to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Securities than those contained in this Indenture 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 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. (b) 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: : (1) 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 or (2) 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. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under its Guarantee upon receipt of a request by the Company or such Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 4.19(b); provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers' Certificates of the Company. Except as set forth in Articles Four and Five and this Section 4.19, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Company (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

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 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.