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

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date), 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) 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 providing a 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 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 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 Obligation shall be subordinated to such guarantee at least to the same extent that the Notes are subordinated to Senior Debt. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall will not permit any of its Domestic Restricted Subsidiaries that is not (including a Guarantor (whether formed newly created or acquired before or after the Issue Dateone), 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 Guarantee any Indebtedness of the Company or any Restricted Subsidiary (other than: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted “Guaranteed Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness”), unless, in any such case: (1) if such Restricted Subsidiary is not already a Subsidiary Guarantor, such Restricted Subsidiary executes and delivers a supplemental indenture to this the Indenture providing for a guarantee of payment of the Notes Subsidiary Guarantee by such Restricted Subsidiary, Subsidiary within ten (10) Business Days; and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided waives and will not in respect any manner whatsoever claim or take the benefit or advantage of, any rights of Senior Debtreimbursement, indemnity or subrogation or any other rights against the guarantee Company or any other instrument provided Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in respect connection with, or in contemplation of, such person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness: (a) ranks equally in right of payment with the Notes or Subsidiary Guarantee, then the Guarantee of such Senior Debt may be superior to such guarantee of Guaranteed Indebtedness shall rank equally with, or subordinate to, the Notes pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and Subsidiary Guarantee; or (b) if such assumption, guarantee or other liability is subordinate in right of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated payment to the Notes, then the guarantee or other instrument provided by such Restricted Subsidiary in respect Guarantee of such Subordinated Obligation Guaranteed Indebtedness shall be subordinated in right of payment to such guarantee the Subsidiary Guarantee at least to the same extent that the Notes are Guaranteed Indebtedness is subordinated in right of payment to Senior Debt. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this IndentureGuarantee.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company shall not permit (i) organizes or acquires any of its Domestic Restricted Subsidiaries Subsidiary after November 17, 1999 that is not a Guarantor (whether formed and causes or acquired before or after the Issue Date)permits such Restricted Subsidiary to, directly or indirectly, by way of guarantee the pledge payment of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness ("Other Indebtedness") of the Company or any Guarantor or (other than: ii) causes or permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the payment of any Other Indebtedness, then, in each case the Company shall cause such Restricted Subsidiary to simultaneously execute and deliver a supplemental indenture to the Supplemental Indenture and the Indenture pursuant to which it will become a Guarantor under the Supplemental Indenture and the Indenture; provided, however, that in the event a Domestic Restricted Subsidiary is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and deliver such supplemental indenture until the consummation of the merger contemplated by any such merger agreement; provided, further, that if such Other Indebtedness is (1i) Indebtedness under Currency Agreements that is ranked pari passu in reliance on clause (5) right of payment with the Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of the definition of Permitted Other Indebtedness; or (2ii) Interest Swap Obligations incurred in reliance on clause (4) Subordinated Indebtedness, the Guarantees of the definition of Permitted Indebtedness), unless, in any such case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture shall be senior in right of payment to this Indenture providing a the guarantee of payment the Other Indebtedness (which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner as the Other Indebtedness is subordinated to the Notes by or the Guarantee of 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, as the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt case 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 Obligation shall be subordinated to such guarantee at least to the same extent that be). If the Notes are subordinated to Senior Debt. Notwithstanding defeased in accordance with the foregoingterms of Article Nine of this Supplemental Indenture, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and dischargedor if, 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 subject to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary requirements of the Company Article Five of all of the Company’s Capital Stock inthis Supplemental Indenture, or all or substantially all of the assets ofof any Guarantor or all of the Capital Stock of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale, and if (x) the Net Cash Proceeds from such Restricted SubsidiaryAsset Sale are used in accordance with Section 4.14 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.14 and within the time limits specified by such Section, then such Guarantor or the Guarantors, as the case may be (in the event of a defeasance of the Notes or sale or other disposition of all of the Capital Stock of such Guarantor), or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged of its Guarantee obligations in respect of this Supplemental Indenture and the Indenture and the Notes. Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and in accordance with Section 4.19 shall upon such Designation be released and discharged of its Guarantee obligations in respect of this Supplemental Indenture and the Indenture and the Notes and any Unrestricted Subsidiary whose Designation is revoked pursuant to Section 4.19 will be required to become a Guarantor in accordance with Article Ten. In the case where a Guarantor is released and discharged of its Guarantee, the Company will, if listed on the Luxembourg Stock Exchange, inform the Luxembourg Stock Exchange and notify Holders in accordance with Section 10.02. In addition, a Guarantee of a Guarantor shall be released upon the sale or transfer of all or substantially all of the assets or all of the Capital Stock of such Guarantor; provided provided, that either (ai) such sale or disposition of transfer complies with the provisions set forth in Section 4.14 or (ii) such sale or transfer need not comply with the provisions set forth in Section 4.14 because the assets or Capital Stock so sold 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 transferred does not constitute an "Asset Sale" by the holders operation of the other Indebtedness provisions of clause (y) of the Company so guaranteed; (3) the Legal Defeasance last sentence of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenturedefinition of Asset Sale.

Limitation on Guarantees by Restricted Subsidiaries. (a) The Company shall not permit any of its Domestic Restricted Subsidiaries that is not Subsidiary, other than (i) an Excluded Restricted Subsidiary or (ii) an MSR Facility Trust, a Guarantor (whether formed Securitization Entity or acquired before or after the Issue Date)a Warehouse Facility Trust, 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: of the type described in clauses (1) Indebtedness under Currency Agreements in reliance on clause and (52) of the definition of “Indebtedness” (other than Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of Funding Indebtedness to the definition of Permitted Indebtednessextent such Domestic Restricted Subsidiary is a guarantor thereunder), unless, in any such case: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture Indenture, the form of which is attached as Exhibit B hereto, providing a guarantee Note 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 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 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 Obligation subordinated Indebtedness shall be subordinated to such guarantee at least Note Guarantee pursuant to subordination provisions no less favorable to the same extent that Holders of the Notes are subordinated to Senior Debt. than those contained in this Indenture. (b) Notwithstanding the foregoingSection 4.15(a), any such Note Guarantee by a Restricted Subsidiary of the Company of the Notes shall provide by its terms that it shall be automatically and unconditionally released and dischargeddischarged (pursuant to Section 10.07 hereof), 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 Note Guarantee was executed and delivered pursuant to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph;Section 4.15(a); or (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 of the Company’s Capital Stock 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 or assets is otherwise in compliance with the terms of this Indenture Indenture; and (b) 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 Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall Issuer will not permit any of its Domestic Restricted Subsidiaries that (unless such Restricted Subsidiary is not an Excluded Subsidiary or a Guarantor Guarantor) to guarantee the payment of (whether formed i) any syndicated Credit Facility incurred under Section 4.06(b)(1) or acquired before or after the Issue Date), directly or indirectly, by way (ii) capital market debt securities of the pledge Issuer or any Guarantor in an aggregate principal amount in excess 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), $150.0 million unless, in any such case: (1) such Restricted Subsidiary within 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture providing for a guarantee of payment of the Notes Note Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such Guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided waives and will not in respect any manner whatsoever claim or take the benefit or advantage of, any rights of Senior Debtreimbursement, indemnity or subrogation or any other applicable rights against the guarantee Issuer or any other instrument provided Restricted Subsidiary as a result of any payment by such Restricted Subsidiary in respect of such Senior Debt may under its Note Guarantee; provided that this covenant shall not be superior applicable to such any 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 any Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to existed at the Notes, the guarantee or other instrument provided by time such Restricted Subsidiary in respect of such Subordinated Obligation shall be subordinated to such guarantee at least to the same extent that the Notes are subordinated to Senior Debt. Notwithstanding the foregoing, any such Guarantee by Person became a Restricted Subsidiary of and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with 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: 60 day period described in clause (1) above. No Opinion of Counsel shall be required to be delivered to the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness Trustee in connection with which such Guarantee was executed and delivered pursuant the execution of a supplemental indenture solely to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 add Guarantors 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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance connection with this IndentureSection 4.10.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall will not permit any of its Domestic Restricted Subsidiaries that is not (other than a Guarantor (whether formed or acquired before or after the Issue DateReceivables Entity), 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness)Company, unless, in any such case: (1) such Restricted Subsidiary executes and delivers to the Trustee, together with an Opinion of Counsel, a supplemental indenture to this Indenture providing Indenture, pursuant to which provides a guarantee of payment of the Notes by such Restricted Subsidiary, Notes; and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in with respect of to Senior DebtIndebtedness, the guarantee or other instrument of the Notes will be pari passu with such guarantee; and if such guarantee is provided by with respect to Subordinated Indebtedness, the guarantee of the Notes will be senior to such guarantee. The obligations of each Restricted Subsidiary in respect of such Senior Debt may be superior to such its guarantee of the Notes pursuant to subordination provisions no less favorable will be limited to the Holders maximum amount as will result in the obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under applicable law. Each Restricted Subsidiary will be released and relieved of its obligations under its guarantee 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 Obligation shall be subordinated to such guarantee at least to the same extent that the Notes are subordinated to Senior Debt. 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, uponevent that: (1) the unconditional release there is a sale or other disposition of such Restricted Subsidiary from (whether by merger, consolidation, the sale of its liability in respect Capital Stock or the sale of the Indebtedness in connection with all or substantially all of its assets), following which such Guarantee was executed and delivered pursuant to Restricted Subsidiary is no longer a direct or indirect Subsidiary the preceding paragraph and all Company (other Indebtedness which would require that than a Guarantee be executed and delivered pursuant to the preceding paragraphReceivables Entity); (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 the Company so guaranteedis designated as an Unrestricted Subsidiary in accordance with Section 3.15; (3) the Legal there is a Total Defeasance of the Notes as described under Section 8.2or upon satisfaction and discharge of this Indenture; or (4) the Indebtedness, the Incurrence of which gave rise to such Restricted Subsidiary being designated as an Unrestricted Subsidiary Subsidiary’s obligation to provide such guarantee, has been repaid in compliance with full or otherwise discharged, provided that such transaction is carried out pursuant to, and in accordance with, the applicable provisions of this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date), 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of “Permitted Indebtedness”; or (2) 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 providing a 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 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 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 Obligation shall be subordinated to such guarantee at least to Guarantor’s Guarantee of the same extent that the Notes are subordinated to Senior DebtNotes. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 the Company so guaranteed; (3) the Legal Defeasance or Covenant Defeasance of the Notes as described under Section 8.28.2 (subject to reinstatement pursuant to Section 8.6); or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company shall not permit (i) organizes or acquires any of its Domestic Restricted Subsidiaries Subsidiary after the Issue Date that is not a Guarantor (whether formed and causes or acquired before or after the Issue Date)permits such Restricted Subsidiary to, directly or indirectly, by way of guarantee the pledge payment of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness ("Other Indebtedness") of the Company or any Guarantor or (other than: ii) causes or permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the payment of any Other Indebtedness, then, in each case the Company shall cause such Restricted Subsidiary to simultaneously execute and deliver a supplemental indenture to the Indenture pursuant to which it will become a Guarantor under the Indenture; provided, however, that in the event a Domestic Restricted Subsidiary is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and deliver such supplemental indenture until the consummation of the merger contemplated by any such merger agreement; provided, further, that if such Other Indebtedness is (1i) Indebtedness under Currency Agreements that is ranked pari passu in reliance on clause (5) right of payment with the Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of the definition of Permitted Other Indebtedness; or (2ii) Interest Swap Obligations incurred in reliance on clause (4) Subordinated Indebtedness, the Guarantees of the definition of Permitted Indebtedness), unless, in any such case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture shall be senior in right of payment to this Indenture providing a the guarantee of payment the Other Indebtedness (which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner as the Other Indebtedness is subordinated to the Notes by or the Guarantee of 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, as the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt case 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 Obligation shall be subordinated to such guarantee at least to the same extent that be). If the Notes are subordinated to Senior Debt. Notwithstanding defeased in accordance with the foregoingterms of Article Nine of this Indenture, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and dischargedor if, 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 subject to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary requirements of the Company Article Five of all of the Company’s Capital Stock inthis Indenture, or all or substantially all of the assets ofof any Guarantor or all of the Capital Stock of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale, and if (x) the Net Cash Proceeds from such Restricted SubsidiaryAsset Sale are used in accordance with Section 4.14 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.14 and within the time limits specified by such Section, then such Guarantor or the Guarantors, as the case may be (in the event of a defeasance of the Notes or sale or other disposition of all of the Capital Stock of such Guarantor), or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged of its Guarantee obligations in respect of this Indenture and the Notes. Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and in accordance with Section 4.19 shall upon such Designation be released and discharged of its Guarantee obligations in respect of this Indenture and the Notes and any Unrestricted Subsidiary whose Designation is revoked pursuant to Section 4.19 will be required to become a Guarantor in accordance with Article Ten. In the case where a Guarantor is released and discharged of its Guarantee, the Company will, if listed on the Luxembourg Stock Exchange, inform the Luxembourg Stock Exchange and notify Holders in accordance with Section 10.02. In addition, a Guarantee of a Guarantor shall be released upon the sale or transfer of all or substantially all of the assets or all of the Capital Stock of such Guarantor; provided provided, that either (ai) such sale or disposition of transfer complies with the provisions set forth in Section 4.14 or (ii) such sale or transfer need not comply with the provisions set forth in Section 4.14 because the assets or Capital Stock so sold 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 transferred does not constitute an "Asset Sale" by the holders operation of the other Indebtedness provisions of clause (y) of the Company so guaranteed; (3) the Legal Defeasance last sentence of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenturedefinition of Asset Sale.

Limitation on Guarantees by Restricted Subsidiaries. (a) The Company shall not permit any of its Domestic Restricted Subsidiaries that is not (other than a Guarantor (whether formed or acquired before or after the Issue DateReceivables Subsidiary), 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 Guarantee any Indebtedness of the Company or any other Restricted Subsidiary or otherwise to Incur any Indebtedness having an aggregate principal amount for all non-guarantor Restricted Subsidiaries in excess of U.S.$10.0 million (or the equivalent in other than: (1currencies) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness)at any one time outstanding, unless, in any such case: (1) such Restricted Subsidiary executes and delivers to the Trustee, together with an Opinion of Counsel to the effect that the Restricted Subsidiary has the legal authority to, and may validly, execute, a supplemental indenture to this Indenture providing and a guarantee of payment of Subsidiary Guarantee to be annexed to the Notes by such Restricted Subsidiarysubstantially in the form of, Exhibit E and Exhibit F, respectively; and (2) (a) if any such assumption, guarantee Guarantee is provided or other liability of Indebtedness is Incur with respect to Senior Indebtedness, the Subsidiary Guarantee shall be pari passu with such Restricted Subsidiary Guarantee or other Indebtedness, as the case may be; and if such Guarantee is provided in or other Indebtedness is Incur with respect of Senior Debtto Subordinated Indebtedness, the guarantee Subsidiary Guarantee shall be senior to such Guarantee or other instrument provided by such Indebtedness, as the case may be. The Obligations of each Restricted Subsidiary in respect of such Senior Debt may its Subsidiary Guarantee shall be superior to such guarantee of the Notes pursuant to subordination provisions no less favorable limited to the Holders of maximum amount as shall result in the Notes than those contained in this Indenture and Obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under applicable law. (b) if such assumption, guarantee Each Restricted Subsidiary shall be released and relieved of its obligations under its Subsidiary Guarantee in the event that: (i) there is a sale or other liability disposition of Capital Stock 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 Obligation shall be subordinated to such guarantee at least to the same extent that the Notes are subordinated to Senior Debt. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 are sold or otherwise disposed of (including by the holders way of merger or consolidation), following which such Restricted Subsidiary is no longer a direct or indirect Subsidiary (other than a Receivables Subsidiary) of the other Indebtedness of the Company so guaranteedCompany; (3ii) the such Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 3.11; (iii) there is a Legal Defeasance or Covenant Defeasance of the Notes as described under Section 8.28.1 or satisfaction and discharge of this Indenture as described under Section 8.7; or (4iv) the Indebtedness, the Incurrence of which gave rise to such Restricted Subsidiary’s obligation to provide such Subsidiary being designated as an Unrestricted Subsidiary Guarantee, has been repaid in compliance with full or otherwise discharged; provided that such transaction is carried out pursuant to, and in accordance with, the applicable provisions of this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. (a) The Company shall not cause or permit any of its Wholly Owned Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, directly or indirectly, by way to guarantee the payment 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: (1) Company, nor cause or permit any of its non-Wholly Owned Domestic Subsidiaries to guarantee the payment of any capital markets Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred Company, that, in reliance on clause (4) the aggregate, together with all other Indebtedness of the definition of Permitted Indebtedness)Company that is guaranteed by Restricted Subsidiaries, unlessexceeds $35.0 million, in any unless such case:Domestic Subsidiary (1) such Restricted Subsidiary executes and delivers within 45 days thereof (A) a supplemental indenture to this Indenture providing a for the guarantee of payment of the Notes Securities by such Restricted SubsidiaryDomestic Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors and (B) a supplement or joinder to, or, as applicable, an amendment, restatement, supplement or other modification of, the Notes Collateral Documents whereupon such Domestic Subsidiary shall grant Liens and pledge equity interests to the Collateral Agent, in in each case for the benefit of the Holders and, in each case, solely to the extent constituting Collateral, except that, in the case of each of the foregoing clauses (A) and (B), with respect to a guarantee of Indebtedness of the Company or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Securities or such Subsidiary Guarantor’s Subsidiary Guarantee, any such guarantee by such Subsidiary Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Securities or such Subsidiary Guarantor’s Subsidiary Guarantee of the Securities; and (2) (a) if waives, and agrees it will not in any such assumption, guarantee manner whatsoever claim or other liability of such Restricted Subsidiary is provided in respect of Senior Debt, take the guarantee benefit or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt 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 Obligation shall be subordinated to such guarantee at least to the same extent that the Notes are subordinated to Senior Debt. Notwithstanding the foregoingadvantage of, any such Guarantee by a Restricted Subsidiary rights of the Notes shall provide by its terms that it shall be automatically and unconditionally released and dischargedreimbursement, without any further action required on the part of the Trustee indemnity or subrogation or any Holder, upon: (1) other rights against 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 the preceding paragraph and all Company or any other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company as a result of all any payment by it under such Subsidiary Guarantees; provided that this Section 3.17 shall not be applicable in the event that the Subsidiary Guarantee of the Company’s Capital Stock in, obligations under the Securities or all this Indenture by such Subsidiary would not be permitted under applicable law or substantially all to the granting of any Lien securing Indebtedness to the assets of, extent that such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets Lien is otherwise granted in compliance with Section 3.9. Subject to the terms set forth in Section 3.17(a), the Company shall cause each Domestic Subsidiary that guarantees the payment of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other any Indebtedness of the Company so guaranteed; to execute and deliver to the Trustee (3i) a supplemental indenture in form reasonably satisfactory to the Legal Defeasance Trustee which subjects such Subsidiary to the provisions of this Indenture as a Subsidiary Guarantor, (ii) a supplement or joinder to, or, as applicable, an amendment, restatement, supplement or other modification of, the Notes Collateral Documents whereupon such Subsidiary shall grant Liens and pledge equity interests to the Collateral Agent, in in each case for the benefit of the Notes as described Holders and, in each case, solely to the extent constituting Collateral, and (iii) an Officer’s Certificate to the effect that such supplemental indenture has been duly authorized and executed by such Subsidiary and constitutes the legal, valid, binding and enforceable obligation of such Subsidiary (subject to such customary exceptions concerning fraudulent conveyance laws, creditors’ rights and equitable principles). Notwithstanding anything to the contrary herein, no Opinion of Counsel will be required in connection with the addition of a Subsidiary Guarantor under this covenant. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor, in which case, such Subsidiary shall not be required to comply with the 45-day period pursuant to Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture3.17(a).

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company shall not permit (i) organizes or acquires any of its Domestic Restricted Subsidiaries Subsidiary after the Issue Date that is not a Guarantor (whether formed and causes or acquired before or after the Issue Date)permits such Restricted Subsidiary to, directly or indirectly, by way of guarantee the pledge payment of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness ("Other Indebtedness") of the Company or any Guarantor or (other than: ii) causes or permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the payment of any Other Indebtedness, then, in each case the Company shall cause such Restricted Subsidiary to simultaneously execute and deliver a supplemental indenture to the Indenture pursuant to which it will become a Guarantor under the Indenture; provided, however, that in the event a Domestic Restricted Subsidiary is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and deliver such supplemental indenture until the consummation of the merger contemplated by any such merger agreement; provided, further, that if such Other Indebtedness is (1i) Indebtedness under Currency Agreements that is ranked pari passu in reliance on clause (5) right of payment with the Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guaran- tee of such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of the definition of Permitted Other Indebtedness; or (2ii) Interest Swap Obligations incurred in reliance on clause (4) Subordinated Indebtedness, the Guarantees of the definition of Permitted Indebtedness), unless, in any such case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture shall be senior in right of payment to this Indenture providing a the guarantee of payment the Other Indebtedness (which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner as the Other Indebtedness is subordinated to the Notes by or the Guarantee of such Restricted Subsidiary, and (2) (a) if any such assumption, guarantee or other liability as the case may be). Within 120 days of such Restricted Subsidiary is provided in respect of Senior Debtthe Issue Date, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior Company will cause Canandaigua, B.V. to such guarantee of become a Guarantor under 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 Obligation shall be subordinated to such guarantee at least to the same extent that Indenture. If the Notes are subordinated to Senior Debt. Notwithstanding defeased in accordance with the foregoingterms of Article Four of this Supplemental Indenture, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and dischargedor if, 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 subject to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary requirements of the Company Article Six of all of the Company’s Capital Stock inthis Supplemental Indenture, or all or substantially all of the assets ofof any Guarantor or all of the Capital Stock of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale, and if (x) the Net Cash Proceeds from such Restricted SubsidiaryAsset Sale are used in accordance with Section 3.9 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 3.9 and within the time limits specified by such Section, then such Guarantor or the Guarantors, as the case may be (in the event of a defeasance of the Notes or sale or other disposition of all of the Capital Stock of such Guarantor), or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged of its Guarantee obligations in respect of the Indenture, the Supplemental Indenture and the Notes. Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and in accordance with Section 3.14 shall upon such Designation be released and discharged of its Guarantee obligations in respect of the Indenture, the Supplemental Indenture and the Notes and any Unrestricted Subsidiary whose Designation is revoked pursuant to Section 3.14 will be required to become a Guarantor in accordance with Article Ten. In addition, a Guarantee of a Guarantor shall be released upon the sale or transfer of all or substantially all of the assets or all of the Capital Stock of such Guarantor; provided provided, that either (ai) such sale or disposition of such Capital Stock or assets is otherwise in compliance transfer -------- complies with the terms of this Indenture and provisions set forth in Section 3.9 or (bii) such assumption, guarantee sale or other liability of such Restricted Subsidiary has been released by transfer need not comply with the holders of the other Indebtedness of the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary provisions set forth in compliance with this Indenture.Section

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company shall not permit (i) organizes or acquires any of its Domestic Restricted Subsidiaries Subsidiary after the date of the Indenture that is not a Guarantor (whether formed and causes or acquired before or after the Issue Date)permits such Restricted Subsidiary to, directly or indirectly, by way of guarantee the pledge payment of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness ("Other Indebtedness") of the Company or any Guarantor or (other than: ii) causes or permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the payment of any Other Indebtedness, then, in each case the Company shall cause such Restricted Subsidiary to simultaneously execute and deliver a supplemental indenture to the Indenture pursuant to which it will become a Guarantor under the Indenture; provided, however, that in the event a Domestic Restricted Subsidiary is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and deliver such supplemental indenture until the consummation of the merger contemplated by any such merger agreement; provided, further, that if such Other Indebtedness is (1i) Indebtedness under Currency Agreements that is ranked pari passu in reliance on clause (5) right of payment with the Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of the definition of Permitted Other Indebtedness; or (2ii) Interest Swap Obligations incurred in reliance on clause (4) Subordinated Indebtedness, the Guarantees of the definition of Permitted Indebtedness), unless, in any such case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture shall be senior in right of payment to this Indenture providing a the guarantee of payment the Other Indebtedness (which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner as the Other Indebtedness is subordinated to the Notes by or the Guarantee of 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, as the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt case 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 Obligation shall be subordinated to such guarantee at least to the same extent that be). If the Notes are subordinated to Senior Debt. Notwithstanding defeased in accordance with the foregoingterms of Article Four of this Supplemental Indenture, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and dischargedor if, 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 subject to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary requirements of the Company Article Six of all of the Company’s Capital Stock inthis Supplemental Indenture, or all or substantially all of the assets ofof any Guarantor or all of the Capital Stock of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale, and if (x) the Net Cash Proceeds from such Restricted SubsidiaryAsset Sale are used in accordance with Section 3.9 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 3.9 and within the time limits specified by such Section, then such Guarantor or the Guarantors, as the case may be (in the event of a defeasance of the Notes or sale or other disposition of all of the Capital Stock of such Guarantor), or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged of its Guarantee obligations in respect of the Indenture, the Supplemental Indenture and the Notes. Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and in accordance with Section 3.14 shall upon such Designation be released and discharged of its Guarantee obligations in respect of the Indenture, the Supplemental Indenture and the Notes and any Unrestricted Subsidiary whose Designation is revoked pursuant to Section 3.14 will be required to become a Guarantor in accordance with Article Ten. In addition, a Guarantee of a Guarantor shall be released upon the sale or transfer of all or substantially all of the assets or all of the Capital Stock of such Guarantor; provided provided, that either (ai) such sale or disposition of transfer complies with the provisions set forth in Section 3.9 or (ii) such sale or transfer need not comply with the provisions set forth in Section 3.9 because the assets or Capital Stock so sold 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 transferred does not constitute an "Asset Sale" by the holders operation of the other Indebtedness provisions of clause (y) of the Company so guaranteed; (3) the Legal Defeasance last sentence of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenturedefinition of Asset Sale.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date), 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) 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 providing a 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 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 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 Obligation shall be subordinated to such guarantee at least to the same extent that Guarantor's Guarantee of the Notes are subordinated to Senior Debt. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The Neither the Company nor the Guarantor shall not permit any of its Domestic their Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date), directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become or be liable with respect to any Indebtedness of the Company or the Guarantor (other than: (1a) Senior Indebtedness (but only as and to the extent incurred pursuant to clause (2) of the definition of “Permitted Indebtedness”); (b) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of “Permitted Indebtedness”; or (2c) Interest Swap Obligations Hedge Agreements 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 providing a 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 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 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 Obligation shall be subordinated to such guarantee at least to Restricted Subsidiary’s Guarantee of the same extent that the Notes are subordinated to Senior DebtNotes. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale or other disposition (by merger or otherwise) to any Person which is not the Guarantor, the Company or a Restricted Subsidiary of the Company of all of the Company’s Capital Stock of the Guarantor of the Company 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 of the Company or the Guarantor so guaranteed; (3) the Legal Defeasance or Covenant Defeasance of the Notes as described under Section 8.28.2 (subject to reinstatement pursuant to Section 8.6); or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall Operating Partnership will not permit any of its Domestic Restricted Subsidiaries that is not (including a Guarantor (whether formed newly created or acquired before or after the Issue Dateone), 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 Guarantee any Indebtedness of the Company Operating Partnership or any Restricted Subsidiary (other than: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted “Guaranteed Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness”), unless, in any such case: (1) if such Restricted Subsidiary is not already a Subsidiary Guarantor, such Restricted Subsidiary executes and delivers a supplemental indenture to this the Indenture providing for a guarantee of payment of the Notes Subsidiary Guarantee by such Restricted Subsidiary, Subsidiary within ten (10) Business Days; and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided waives and will not in respect any manner whatsoever claim or take the benefit or advantage of, any rights of Senior Debtreimbursement, indemnity or subrogation or any other rights against the guarantee Operating Partnership or any other instrument provided Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in respect connection with, or in contemplation of, such person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness: (a) ranks equally in right of payment with the Notes or the Subsidiary Guarantee, then the Guarantee of such Senior Debt may be superior to such guarantee of Guaranteed Indebtedness shall rank equally with, or subordinate to, the Notes pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and Subsidiary Guarantee; or (b) if such assumptionis subordinate in right of payment to the Notes or the Subsidiary Guarantee, guarantee or other liability then the Guarantee of such Restricted Subsidiary is provided in respect of Guaranteed Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Subordinated Obligation shall be subordinated in right of payment to such guarantee the Notes or the Subsidiary Guarantee at least to the same extent that the Notes are Guaranteed Indebtedness is subordinated in right of payment to Senior Debt. 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 or 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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this IndentureGuarantee.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company shall not permit (i) organizes or acquires any of its Domestic Restricted Subsidiaries Subsidiary after the Issue Date that is not a Guarantor or (whether formed ii) causes or acquired before or after the Issue Date)permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, by way guarantee the payment 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 Domestic Restricted Subsidiary (other than: (1"Other Indebtedness") Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unlessthen, in any such case: (1) each case the Company shall cause such Restricted Subsidiary executes to simultaneously execute and delivers deliver a supplemental indenture to this Indenture providing pursuant to which it will become a guarantee Guarantor under the Indenture; provided, however, that in the event a Domestic Restricted Subsidiary is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and deliver such supplemental indenture until the consummation of the merger contemplated by any such merger agreement; provided, further, that if such Other Indebtedness is (i) Indebtedness that is ranked pari passu in right of payment with the Securities or the Guarantee of the Notes by such Restricted Subsidiary, and (2) (a) if any such assumptionas the case may be, guarantee or other liability the Guarantee of such Restricted Subsidiary is provided shall be pari passu in respect right of Senior Debt, payment with the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to such guarantee of the Notes pursuant to subordination provisions no less favorable Other Indebtedness; or (ii) Subordinated Indebtedness, the Guarantee of such Subsidiary shall be senior in right of payment to the Holders guarantee of the Notes than those contained in this Indenture and Other Indebtedness (b) if such assumption, which guarantee or other liability of such Restricted Subsidiary Subordinated Indebtedness shall provide that 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 Guarantees of such Subordinated Obligation shall be subordinated to such guarantee at least Subsidiary to the same extent that and in the Notes are same manner as the other Indebtedness is subordinated to Senior Debt. Notwithstanding the foregoing, any such Securities or the 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 Subsidiary, as the case may be); or (iii) Indebtedness that ranks senior in respect right of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant payment to the preceding paragraph and all other Indebtedness which would require that a Securities or the Guarantee be executed and delivered pursuant to the preceding paragraph; (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 , as the case may be, the Guarantee of such Capital Stock or assets is otherwise Subsidiary shall be senior in compliance right of payment 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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this IndentureOther Indebtedness.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall will not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, directly or indirectly, by way to guarantee the payment 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 guarantees of Indebtedness incurred pursuant to the Credit Facility (other than: (1) Indebtedness under Currency Agreements in reliance on but only if such guarantees are permitted by clause (5ii) of the definition of Permitted Indebtedness; Section 4.3 or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of constitute Permitted Indebtedness), unless, in any such case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a guarantee of payment of the Notes by unless such Restricted Subsidiary, and the Company and the Trustee execute and deliver a supplemental indenture evidencing such Restricted Subsidiary's guarantee of the Securities (2) (a) if any a "Guarantee"), such assumption, guarantee or other liability Guarantee to be a senior subordinated unsecured obligation of such Restricted Subsidiary; provided that if (w) any Subsidiary Guarantor is provided in released from its guarantee with respect of Senior Debt, to Indebtedness outstanding under the Credit Facility or other Indebtedness the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to such guarantee of the Notes pursuant to subordination provisions no less favorable which gave rise to the Holders of obligation to enter into its Guarantee; (x) 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 Obligation shall be subordinated to such guarantee at least to the same extent that the Notes are subordinated to Senior Debt. 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 Company or any Holder, upon: (1) the unconditional release of such its Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale Subsidiaries sells or other disposition otherwise disposes (by merger or otherwise) of any Subsidiary Guarantor in accordance with this Indenture, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary, (y) any Subsidiary Guarantor merges or consolidates with and into the Company or another Subsidiary Guarantor that is the surviving Person of such merger or consolidation, or (z) any Subsidiary Guarantor becomes an Unrestricted Subsidiary, such Subsidiary Guarantor shall automatically be released from its obligations as a Subsidiary Guarantor. Neither the Company nor any such Subsidiary Guarantor shall be required to make a notation on the Securities to reflect any Person which is not a such Guarantee. Nothing in this Section 4.11 shall be construed to permit any 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 to incur Indebtedness otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released prohibited by the holders of the other Indebtedness of the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date), 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) 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 providing a 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 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 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 Obligation shall be subordinated to such guarantee at least to Guarantor’s Guarantee of the same extent that the Notes are subordinated to Senior DebtNotes. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 the Company so guaranteed; (3) the Legal Defeasance or Covenant Defeasance of the Notes as described under Section 8.28.2 (subject to reinstatement pursuant to Section 8.6); or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall will not permit any of its Domestic domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, 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 (other than: (1) than Permitted Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtednessa Restricted Subsidiary), unless, in any such case: case (1a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture Indenture, providing a an unconditional and full (subject to the following two paragraphs) guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary (a "Guarantee"), 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 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 Obligation subordinated Indebtedness shall be subordinated to such guarantee at least Guarantee pursuant to subordination provisions no less favorable to the same extent that Holders of the Notes are subordinated than those contained in such Indebtedness. Each Guarantee of a Restricted Subsidiary will be limited in amount to Senior Debtan amount not to exceed the maximum amount that can be guaranteed by a Restricted Subsidiary without rendering such Guarantee, as it relates to such Restricted Subsidiary, void or voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or other similar laws affecting the rights of creditors generally. In addition, such Guarantee shall contain appropriate provisions relating to contribution among all Restricted Subsidiaries executing Guarantees. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.and

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiary, 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 Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Securities ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a Subsidiary Guaranty of payment of the Securities by such Restricted Subsidiary and (ii) 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 than: rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guaranty; provided that this paragraph shall not be applicable to (1) Indebtedness under Currency Agreements any Guarantee by any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in reliance on clause (5) of the definition of Permitted Indebtedness; connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (2) Interest Swap Obligations incurred Guarantees of Indebtedness under working capital facilities of the Company in reliance on an aggregate principal amount not exceeding $50,000,000 at any time outstanding or, if less, the amount by which $150,000,000 exceeds the aggregate outstanding principal amount of Indebtedness of the Company under clause (415) of the definition of Permitted Indebtedness), unless, in any such case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a 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 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 Notes pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and paragraph (b) if such assumptionof Section 4.16 which is secured by a Lien. If the Guaranteed Indebtedness is (A) pari passu with the Securities, guarantee or other liability then the Guarantee of such Restricted Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary is provided in respect of Indebtedness that is expressly Guaranty or (B) subordinated to the NotesSecurities, then the guarantee or other instrument provided by such Restricted Subsidiary in respect Guarantee of such Subordinated Obligation Guaranteed Indebtedness shall be subordinated to such guarantee the Subsidiary Guaranty at least to the same extent that the Notes are Guaranteed Indebtedness is subordinated to Senior Debtthe Securities. Notwithstanding the foregoing, any such Guarantee Subsidiary Guaranty by a Restricted Subsidiary of the Notes shall may 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: discharged 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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2i) any sale sale, exchange or other disposition (by merger or otherwise) transfer, to any Person which is not a Restricted Subsidiary an Affiliate of the Company Company, of all of the Company’s 's and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that Subsidiary (awhich sale, exchange or transfer is not prohibited by this Indenture) such sale or disposition (ii) the release or discharge of the Guarantee which resulted in the creation of such Capital Stock Subsidiary Guaranty, except a release or assets is otherwise in compliance with the terms of this Indenture and (b) discharge by, or as a result of, payment under 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 Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this IndentureGuarantee.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after Subsidiary to Guarantee the Issue Date), directly or indirectly, by way of the pledge payment of any intercompany note Debt or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness Capital Stock of the Company (other than: (1) Indebtedness than Guarantees of Debt incurred under Currency Agreements in reliance on clause (5a), (b), (c), (d) or (l) of the definition of Permitted Indebtedness; Section 4.03 or (2) Interest Swap Obligations incurred in reliance on Guarantees permitted pursuant to clause (4j) of the definition Section 4.03 or Guarantees permitted by clause (s) of Permitted IndebtednessSection 4.03 as it relates to clause (d) of Section 4.03), unless, in any such caseexcept that a Restricted Subsidiary may Guarantee Debt of the Company provided that: (1a) such Debt and the Debt represented by such Guarantee is permitted by Section 4.03; (b) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a guarantee Guarantee of payment of the Notes Securities by such Restricted Subsidiary and such Guarantee of Debt of the Company: (1) unless such Debt is a Subordinated Obligation, shall be pari passu (or subordinate) in right of payment to and on substantially the same terms as (or less favorable to such Debt than) such Restricted Subsidiary, 's Guarantee with respect to the Securities; and (2) if such Debt is a Subordinated Obligation, shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Securities to at least the same extent as such Debt is subordinated to the Securities; and (ac) 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 Notes pursuant to subordination provisions no less favorable shall deliver to the Holders trustee an Opinion 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 Counsel to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Subordinated Obligation shall be subordinated to such guarantee at least to the same extent that the Notes are subordinated to Senior Debt. 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, uponeffect that: (1) the unconditional release of such Restricted Subsidiary from its liability in respect Guarantee of the Indebtedness in connection with which such Guarantee was Securities has been duly executed and delivered pursuant to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph;authorized; and (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary such Guarantee of the Company Securities constitutes a valid, binding and enforceable obligation of all of the Company’s Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that , except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (aincluding, without limitation, all laws relating to fraudulent transfers) such sale or disposition and except insofar as enforcement thereof is subject to general principles 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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indentureequity.

Limitation on Guarantees by Restricted Subsidiaries. (a) The Company shall not cause or permit any of its the Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, directly or indirectly, by way to guarantee the payment 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: "Other Indebtedness") unless such Domestic Subsidiary (1A) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; is a Guarantor or (2B) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case: (1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture pursuant to which it shall become a Guarantor under the Indenture and complies with the other provisions of paragraph (b) of this Indenture providing a guarantee Section 10.17; provided, however, that if such Other Indebtedness is (i) pari passu in right of payment of with the Notes by such Restricted SubsidiarySecurities, and (2) (a) if any such assumption, guarantee or other liability the Security Guarantee of such Restricted Domestic Subsidiary is provided shall be pari passu in respect right of Senior Debt, payment with the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to such guarantee of the Notes pursuant to subordination provisions no less favorable Other Indebtedness; or (ii) Subordinated Indebtedness, the Security Guarantee of such Domestic Subsidiary shall be senior in right of payment to the Holders guarantee of the Notes than those contained in this Indenture and Other Indebtedness (b) if such assumption, which guarantee or other liability of such Restricted Subsidiary Subordinated Indebtedness shall provide that 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 Security Guarantee of such Subordinated Obligation shall be subordinated to such guarantee at least Domestic Subsidiary to the same extent that and in the Notes are same manner as the Other Indebtedness is subordinated to Senior Debt. Notwithstanding the foregoingSecurities); provided, any such further, however, that each Domestic Subsidiary issuing a Security Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and dischargeddischarged from its obligations under such Security Guarantee upon the release or discharge of the guarantee of the Other Indebtedness that resulted in the creation of such Security Guarantee, without except a discharge or release by, or as a result of, any further action required payment under the guarantee of such Other Indebtedness by such Domestic Subsidiary. The Company may, at any time, cause a Domestic Subsidiary to become a Guarantor by executing and delivering a supplemental indenture providing for the guarantee of payment of the Securities by such Domestic Subsidiary on the part basis provided in the Indenture and complying with the other provisions of the Trustee or any Holder, upon:paragraph (b) of this Section 10.17. (1b) Any Person required by paragraph (a) of this Section 10.17 to become, or is at 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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary option of the Company of all of becoming, a Guarantor shall execute and deliver to the Company’s Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such sale or disposition of such Capital Stock or assets is otherwise in compliance with person to the terms provisions (including the representations and warranties) of this Indenture and as a Guarantor, (bc) such assumption, guarantee or other liability in the event that as of the date of such Restricted Subsidiary has been released by supplemental indenture any Registrable Securities are outstanding, an instrument in form and substance satisfactory to the holders Trustee which subjects such person to the provisions of the other Indebtedness of the Company so guaranteed;Registration Rights Agreement with respect to such outstanding Registrable Securities, and (3d) an Opinion of Counsel to the Legal Defeasance effect that such supplemental indenture and such instrument have been duly authorized and executed by such Person and constitutes the legal, valid and binding obligation of the Notes as described under Section 8.2; or such Person (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenturesubject to customary assumptions and exceptions).

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not cause or permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, directly or indirectly, by way to guarantee the payment 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case: (1) unless such Restricted Subsidiary of the Company simultaneously executes and delivers a supplemental indenture (the substantive provisions of which are in Exhibit B hereto) to this Indenture providing a for the guarantee of payment of the Notes Securities (a "Subsidiary Guarantee") by such Restricted SubsidiarySubsidiary of the Company (a "Subsidiary Guarantor"); provided any guarantee by a Subsidiary Guarantor of such other Indebtedness (A) (1) (X) is unsecured or (Y) is secured and (I) in the case of any such guarantee of Senior Indebtedness of the Company, and the Subsidiary Guarantee is secured equally and ratably with any Liens securing such guarantee, subject to the provisions of Article XI, (II) in the case of any such guarantee of Indebtedness of the Company ranking pari passu with the Securities, the Subsidiary Guarantee is secured equally and ratably with any Liens securing such guarantee, and (III) in the case of any such guarantee of Indebtedness of the Company subordinated to the Securities, the Subsidiary Guarantee is secured on a basis ranking prior to the Liens securing such guarantee and (2) (aX) if in the case of 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 Indebtedness of the Notes Company subordinated or junior to the Securities (whether pursuant to subordination provisions no less favorable its terms or by operation of law), such guarantee is subordinated pursuant to a written agreement 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 Obligation shall be subordinated to such guarantee Guarantee at least to the same extent that and in the Notes same manner as such other Indebtedness is subordinated to the Securities, or (Y) (I) in the case of any such guarantee of Senior Indebtedness of the Company incurred in accordance with this Indenture, the Subsidiary Guarantee is subordinated to Guarantor Senior Indebtedness of such Subsidiary Guarantor to the same extent and in the same manner as the Securities are subordinated to Senior DebtIndebtedness of the Company or (II) the Subsidiary Guarantee is not subordinated or junior to any Indebtedness of such Subsidiary Guarantor; and (B) such Subsidiary Guarantor waives, and agrees it 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 Subsidiary of the Company as a result of any payment by it under such Subsidiary Guarantees. 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: discharged upon either (1A) the unconditional release or discharge of such Restricted Subsidiary from its liability in respect Guarantor's guarantees of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph and all other Indebtedness which would require that of the Company (other than a Guarantee be executed and delivered pursuant to the preceding paragraph; release resulting from payment under such Subsidiary Guarantor's guarantees) or (2B) any sale sale, exchange or other disposition (by merger or otherwise) transfer, to any Person which is not a Restricted Subsidiary of the Company of all an Affiliate of the Company’s , of all (but not less than all) of the Capital Stock inof such Subsidiary Guarantor, 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 Subsidiary Guarantor, pursuant to a transaction which is otherwise in compliance with all of the terms of the relevant Indenture. The supplemental indenture shall supplement this Indenture by, among other things, creating an additional Article XII applicable to such Subsidiary Guarantor and (b) such assumptionany other Subsidiary Guarantors in the form set forth in Exhibit B hereto and, guarantee or other liability of such Restricted Subsidiary has been released by in connection with the holders execution and delivery of the other Indebtedness supplemental indenture, such Subsidiary Guarantor shall execute and deliver a Guarantee substantially in the form of Exhibit C hereto. Such Article XII shall not become effective until the Company so guaranteed; (3) provisions of Section 12.2 have been complied with. Notwithstanding the Legal Defeasance foregoing, any Subsidiary Guarantee will be subject to release under the conditions described in Section 12.4 of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this IndentureExhibit B hereto.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, 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 Guarantee any Indebtedness of the Company or Holdings (other than: (1"GUARANTEED INDEBTEDNESS") Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case: (1) unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing a guarantee pursuant to which such Restricted Subsidiary guarantees (the "NOTE GUARANTEE(S)"), jointly and severally with all other Guarantors, on the same basis as such Guaranteed Indebtedness is Guaranteed, all of the Company's obligations hereunder, as further provided in Article 11 hereof. If the Guaranteed Indebtedness (1) ranks PARI PASSU in right of payment with the Notes, then the Guarantee of such Guaranteed Indebtedness shall rank PARI PASSU with, or be subordinated in right of payment to, the Notes by such Restricted Subsidiary, and Note Guarantee or (2) (a) if any such assumptionis subordinated by its terms in right of payment to the Notes, guarantee or other liability then the 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 Guaranteed Indebtedness shall be superior to such guarantee of the Notes pursuant to subordination provisions no less favorable subordinated to the Holders of Note Guarantee at least to the Notes than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary extent that the Guaranteed Indebtedness is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by . The Company and such new Guarantor shall comply with Section 11.05. The Note Guarantee of any Restricted Subsidiary in respect of such Subordinated Obligation shall be subordinated to such guarantee at least to the same extent that the Notes are subordinated to Senior Debt. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall will be automatically and unconditionally released and discharged, without discharged upon any further action required on the part of the Trustee or any Holder, uponfollowing: (1i) any sale, exchange or transfer by the unconditional release of such Company or any Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale or other disposition (by merger or otherwise) to any Person which that is not a Restricted Subsidiary an Affiliate of the Company of all of the Company’s Capital Stock inEquity Interests of, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale , which sale, exchange or disposition of such Capital Stock or assets transfer is otherwise made in compliance accordance with the terms provisions of this Indenture and Indenture; PROVIDED that if the Company or the Restricted Subsidiary intends to comply with Section 4.10 by making an investment or expenditure in Replacement Assets, the Company or such Restricted Subsidiary must, among other things, deliver to the Trustee a written agreement that it will make such investment or expenditure within the time frame set forth in Section 4.10; (bii) such assumption, guarantee or other liability the designation 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 Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance accordance with the provisions of this Indenture; or (iii) the payment and discharge of the Guaranteed Indebtedness except if such payment occurs through payment, in whole or in part, on the Guarantee thereof; PROVIDED, in each such case, the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating -73- to such transactions have been complied with and that such release is authorized and permitted under this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company shall not permit (i) organizes or acquires any of its Domestic Restricted Subsidiaries Subsidiary (other than a Receivables Entity) after the Issue Date that is not a Guarantor or (whether formed ii) causes or acquired before or after the Issue Date)permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, by way guarantee the payment 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 Domestic Restricted Subsidiary (other than: (1"Other Indebtedness") Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unlessthen, in any each case the Company shall cause such case: (1) such ------------------ Restricted Subsidiary executes to simultaneously execute and delivers deliver a supplemental indenture to this Indenture providing pursuant to which it will become a guarantee Guarantor under this Indenture; provided, however, that in the event a Domestic Restricted Subsidiary is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and deliver such supplemental indenture until the consummation of the merger contemplated by any such merger agreement; provided, further, that if such Other Indebtedness is (i) Indebtedness that is ranked pari passu in right of payment with the Securities or the Guarantee of the Notes by such Domestic Restricted Subsidiary, and (2) (a) if any such assumptionas the case may be, guarantee or other liability the Guarantee of such Foreign Restricted Subsidiary is provided shall be pari passu in respect right of Senior Debt, payment with the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to such guarantee of the Notes pursuant to subordination provisions no less favorable Other Indebtedness; or (ii) Subordinated Indebtedness, the Guarantee of such Foreign Restricted Subsidiary shall be senior in right of payment to the Holders guarantee of the Notes than those contained in this Indenture and Other Indebtedness (b) if such assumption, which guarantee or other liability of such Restricted Subsidiary Subordinated Indebtedness shall provide that 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 Guarantees of such Subordinated Obligation shall be subordinated to such guarantee at least Subsidiary to the same extent that and in substantially the same manner as the Other Indebtedness is subordinated to the Notes are subordinated to Senior Debt. Notwithstanding or 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 Domestic Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with , as 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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenturecase may be).

Limitation on Guarantees by Restricted Subsidiaries. (a) The Company shall not cause or permit any of its the Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, directly or indirectly, by way to guarantee the payment 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: "Other Indebtedness") unless such Domestic Subsidiary (1A) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; is a Guarantor or (2B) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case: (1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture pursuant to which it shall become a Guarantor under the Indenture and complies with the other provisions of paragraph (b) of this Indenture providing a guarantee Section 10.17; provided, however, that if such Other Indebtedness is (i) pari passu in right of payment of with the Notes by such Restricted SubsidiarySecurities, and (2) (a) if any such assumption, guarantee or other liability the Security Guarantee of such Restricted Domestic Subsidiary is provided shall be pari passu in respect right of Senior Debt, payment with the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to such guarantee of the Notes pursuant to subordination provisions no less favorable Other Indebtedness; or (ii) Subordinated Indebtedness, the Security Guarantee of such Domestic Subsidiary shall be senior in right of payment to the Holders guarantee of the Notes than those contained in this Indenture and Other Indebtedness (b) if such assumption, which guarantee or other liability of such Restricted Subsidiary Subordinated Indebtedness shall provide that 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 Security Guarantee of such Subordinated Obligation shall be subordinated to such guarantee at least Domestic Subsidiary to the same extent that and in the Notes are same manner as the Other Indebtedness is subordinated to Senior Debt. Notwithstanding the foregoingSecurities); provided, any such further, however, that each Domestic Subsidiary issuing a Security 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 discharged from its obligations under such Security Guarantee upon the part release or discharge of the Trustee or any Holder, upon: (1) guarantee of the unconditional release Other Indebtedness that resulted in the creation of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph and all other Indebtedness which would require that Security Guarantee, except a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale discharge 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 inrelease by, or all or substantially all of the assets as a result of, such Restricted Subsidiary; provided that (a) such sale or disposition any payment under the guarantee 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 Other Indebtedness by the holders of the other Indebtedness of the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.such

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company shall not permit (i) organizes or acquires any of its Domestic Restricted Subsidiaries Subsidiary after the Issue Date that is not a Guarantor (whether formed and causes or acquired before or after the Issue Date)permits such Restricted Subsidiary to, directly or indirectly, by way of guarantee the pledge payment of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness ("Other Indebtedness") of the Company or any Guarantor or (other than: ii) causes or permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the payment of any Other Indebtedness, then, in each case the Company shall cause such Restricted Subsidiary to simultaneously execute and deliver a supplemental indenture to the Indenture pursuant to which it will become a Guarantor under the Indenture; provided, however, that in the event a Domestic Restricted Subsidiary is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and deliver such supplemental indenture until the consummation of the merger contemplated by any such merger agreement; provided, further, that if such Other Indebtedness is (1i) Indebtedness under Currency Agreements that is ranked pari passu in reliance on clause (5) right of payment with the Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of the definition of Permitted Other Indebtedness; or (2ii) Interest Swap Obligations incurred in reliance on clause (4) Subordinated Indebtedness, the Guarantees of the definition of Permitted Indebtedness), unless, in any such case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture shall be senior in right of payment to this Indenture providing a the guarantee of payment the Other Indebtedness (which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner as the Other Indebtedness is subordinated to the Notes by or the Guarantee of 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, as the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt case 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 Obligation shall be subordinated to such guarantee at least to the same extent that be). If the Notes are subordinated to Senior Debt. Notwithstanding defeased in accordance with the foregoingterms of Article Four of this Supplemental Indenture, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and dischargedor if, 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 subject to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary requirements of the Company Article Six of all of the Company’s Capital Stock inthis Supplemental Indenture, or all or substantially all of the assets ofof any Guarantor or all of the Capital Stock of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale, and if (x) the Net Cash Proceeds from such Restricted SubsidiaryAsset Sale are used in accordance with Section 3.8 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 3.8 and within the time limits specified by such Section, then such Guarantor or the Guarantors, as the case may be (in the event of a defeasance of the Notes or sale or other disposition of all of the Capital Stock of such Guarantor), or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged of its Guarantee obligations in respect of the Indenture, the Supplemental Indenture and the Notes. Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and in accordance with Section 3.13 shall upon such Designation be released and discharged of its Guarantee obligations in respect of the Indenture, the Supplemental Indenture and the Notes and any Unrestricted Subsidiary whose Designation is revoked pursuant to Section 3.13 will be required to become a Guarantor in accordance with Article Eight. In addition, a Guarantee of a Guarantor shall be released upon the sale or transfer of all or substantially all of the assets or all of the Capital Stock of such Guarantor; provided provided, that either (ai) such sale or disposition of transfer -------- complies with the provisions set forth in Section 3.8 or (ii) such sale or transfer need not comply with the provisions set forth in Section 3.8 because the assets or Capital Stock so sold 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 transferred does not constitute an "Asset Sale" by the holders operation of the other Indebtedness provisions of clause (y) of the Company so guaranteed; (3) the Legal Defeasance last sentence of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenturedefinition of Asset Sale.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date), 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of 5)of the definition of Permitted Indebtedness; or (2) 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 providing a 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 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 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 Obligation shall be subordinated to such guarantee at least to the same extent that the Notes are subordinated to Senior Debt. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiary, 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 Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Securities ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a Subsidiary Guaranty of payment of the Securities by such Restricted Subsidiary and (ii) 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 than: rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guaranty; provided that this paragraph shall not be applicable to (1) Indebtedness under Currency Agreements any Guarantee by any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in reliance on clause (5) of the definition of Permitted Indebtedness; connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (2) Interest Swap Obligations incurred Guarantees of Indebtedness under working capital facilities of the Company in reliance on an aggregate principal amount not exceeding $50,000,000 at any time outstanding or, if less, the amount by which $150,000,000 exceeds the aggregate outstanding principal amount of Indebtedness of the Company under clause (415) of the definition of Permitted Indebtedness), unless, in any such case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a 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 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 Notes pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and paragraph (b) if such assumptionof Section 4.17 which is secured by a Lien. If the Guaranteed Indebtedness is (A) pari passu with the Securities, guarantee or other liability then the Guarantee of such Restricted Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary is provided in respect of Indebtedness that is expressly Guaranty or (B) subordinated to the NotesSecurities, then the guarantee or other instrument provided by such Restricted Subsidiary in respect Guarantee of such Subordinated Obligation Guaranteed Indebtedness shall be subordinated to such guarantee the Subsidiary Guaranty at least to the same extent that the Notes are Guaranteed Indebtedness is subordinated to Senior Debtthe Securities. Notwithstanding the foregoing, any such Guarantee Subsidiary Guaranty by a Restricted Subsidiary of the Notes shall may 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: discharged 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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2i) any sale sale, exchange or other disposition (by merger or otherwise) transfer, to any Person which is not a Restricted Subsidiary an Affiliate of the Company Company, of all of the Company’s 's and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that Subsidiary (awhich sale, exchange or transfer is not prohibited by the Indenture) such sale or disposition (ii) the release or discharge of the Guarantee which resulted in the creation of such Capital Stock Subsidiary Guaranty, except a discharge or assets is otherwise in compliance with the terms of this Indenture and (b) release by, or as a result of, payment under 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 Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this IndentureGuarantee.

Limitation on Guarantees by Restricted Subsidiaries. The Company Issuer shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiary, 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 Guarantee any Indebtedness of the Company (other than: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted "Guaranteed Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness"), unless, in any such case:unless ----------------------- (1i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing a guarantee Subsidiary Guaranty of payment of the Notes by such Restricted Subsidiary, and Subsidiary and (2ii) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided waives and will not in respect any manner whatsoever claim or take the benefit or advantage of, any rights of Senior Debtreimbursement, indemnity or subrogation or any other rights against the guarantee Issuer or any other instrument provided Restricted Subsidiary as a result of any payment by such Restricted Subsidiary in respect of such Senior Debt may under its Subsidiary Guaranty; provided that this paragraph shall not be superior applicable 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 (b1) if such assumption, guarantee or other liability of such any Guarantee by any Restricted Subsidiary is provided that existed at the time such Person became a Restricted Subsidiary and was not Incurred in respect connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (2) Guarantees of any Indebtedness that is expressly permitted under Section 5.17. If the Guaranteed ------------ Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guaranty, or (B) subordinated to the Notes, then the guarantee or other instrument provided by such Restricted Subsidiary in respect Guarantee of such Subordinated Obligation Guaranteed Indebtedness shall be subordinated to such guarantee the Subsidiary Guaranty at least to the same extent that the Notes are Guaranteed Indebtedness is subordinated to Senior Debtthe Notes. Notwithstanding the foregoing, any such Guarantee Subsidiary Guaranty by a Restricted Subsidiary of the Notes shall may 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: discharged 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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2i) any sale sale, exchange or other disposition (by merger or otherwise) transfer, to any Person which is not a Restricted Subsidiary an Affiliate of the Company Issuer, of all of the Company’s Issuer's and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that Subsidiary (awhich sale, exchange or transfer is not prohibited by the Indenture) such sale or disposition (ii) the release or discharge of the Guarantee which resulted in the creation of such Capital Stock Subsidiary Guaranty, except a discharge or assets is otherwise in compliance with the terms of this Indenture and (b) release by, or as a result of, payment under 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 Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this IndentureGuarantee.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, 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 the guarantee of Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtednessa Regulated Restricted Subsidiary by another Regulated Restricted Subsidiary), unless, in any such case:, (1) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a guarantee of payment of the Notes by such Restricted Subsidiary, Subsidiary (the "Guarantee"); and (2) (a) if any such assumption, guarantee or other liability Guarantee of such Restricted Subsidiary is provided in respect of of: (a) Senior DebtIndebtedness, the guarantee Guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt Indebtedness may be superior to such the guarantee of the Notes pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and 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 Guarantee or other instrument provided by such Restricted Subsidiary in respect of such Subordinated Obligation subordinated Indebtedness shall be subordinated to such the guarantee at least pursuant to subordination provisions no less favorable to the same extent that Holders of the Notes are subordinated to Senior Debtthan those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee 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 Guarantee guarantee was executed and delivered pursuant to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph;; 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 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 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 Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not cause or permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, directly or indirectly, by way to guarantee the payment 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case: (1) unless such Restricted Subsidiary of the Company simultaneously executes and delivers a supplemental indenture (the substantive provisions of which are in Exhibit B hereto) to this Indenture providing a for the guarantee of payment of the Notes Securities (a "Subsidiary Guarantee") by such Restricted SubsidiarySubsidiary of the Company (a "Subsidiary Guarantor"); provided, and any guarantee by a Subsidiary Guarantor of such other Indebtedness (A) (1) (X) is unsecured or (Y) is secured and (I) in the case of any such guarantee of Indebtedness of the Company ranking pari passu with the Securities, the Subsidiary Guarantee is secured equally and ratably with any Liens securing such guarantee and (II) in the case of any such guarantee of Indebtedness of the Company subordinated to the Securities, the Subsidiary Guarantee is secured on a basis ranking prior to the Liens securing such guarantee and (2) (aX) if in the case of 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 Indebtedness of the Notes Company subordinated or junior to the Securities (whether pursuant to subordination provisions no less favorable its terms or by operation of law), such guarantee is subordinated pursuant to a written agreement 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 Obligation shall be subordinated to such guarantee Guarantee at least to the same extent that and in the Notes are same manner as such other Indebtedness is subordinated to Senior Debtthe Securities, or (Y) the Subsidiary Guarantee is not subordinated or junior to any Indebtedness of such Subsidiary Guarantor; and (B) such Subsidiary Guarantor waives, and agrees it 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 Subsidiary of the Company as a result of any payment by it under such Subsidiary Guarantees. 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: discharged upon either (1A) the unconditional release or discharge of such Restricted Subsidiary from its liability in respect Guarantor's guarantees of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph and all other Indebtedness which would require that of the Company (other than a Guarantee be executed and delivered pursuant to the preceding paragraph; release resulting from payment under such Subsidiary Guarantor's guarantees) or (2B) any sale sale, exchange or other disposition (by merger or otherwise) transfer, to any Person which is not a Restricted Subsidiary of the Company of all an Affiliate of the Company’s , of all (but not less than all) of the Capital Stock inof such Subsidiary Guarantor, 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 Subsidiary Guarantor, pursuant to a transaction which is otherwise in compliance with all of the terms of this Indenture. The supplemental indenture shall supplement this Indenture by, among other things, creating an additional Article XI applicable to such Subsidiary Guarantor and (b) such assumptionany other Subsidiary Guarantors in the form set forth in Exhibit B hereto and, guarantee or other liability of such Restricted Subsidiary has been released by in connection with the holders execution and delivery of the other Indebtedness supplemental indenture, such Subsidiary Guarantor shall execute and deliver a Guarantee substantially in the form of Exhibit C hereto. Such Article XI shall not become effective until the Company so guaranteed; (3) provisions of Section 12.2 have been complied with. Notwithstanding the Legal Defeasance foregoing, any Subsidiary Guarantee will be subject to release under the conditions described in Section 11.4 of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this IndentureExhibit B hereto.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, 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 (other than: (1) than Permitted Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtednessa Restricted Subsidiary), unless, in any such case: case (1a) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture Indenture, providing a guarantee of payment of the Notes by such Restricted Subsidiary, and Subsidiary (2a "Guarantee") substantially similar to the Guarantee of Holdings contained in Article Eleven and (b) (ax) 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 Notes Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture (and in particular the subordination of Guaranteed Obligations of Holdings set forth in Article Twelve), and (by) 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 Obligation subordinated Indebtedness shall be subordinated to such guarantee at least Guarantee pursuant to subordination provisions no less favorable to the same extent that Holders of the Notes are than those contained in this Indenture. Each Guarantee of a Restricted Subsidiary will be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by a Restricted Subsidiary without rendering such Guarantee, as it relates to such Restricted Subsidiary, void or voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or other similar laws affecting the rights of creditors generally; provided that in the event that such Guarantee is subordinated in right of payment to a guaranty constituting Guarantor Senior DebtDebt containing a comparable limitation, such limitation in such other guaranty shall not be given effect in calculating the limitation on the amount of the Guarantee made to this Section 4.19. In addition, such Guarantee shall contain appropriate provisions relating to contribution among all Restricted Subsidiaries executing Guarantees. 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: : (1i) 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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; ; or (2ii) 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 '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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit (a) In the event the Borrower (i) organizes or acquires any of its Domestic Restricted Subsidiaries Subsidiary after the date of this Agreement that is not a Guarantor (whether formed and causes or acquired before or after the Issue Date)permits such Restricted Subsidiary to, directly or indirectly, by way of guarantee the pledge payment 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: (1) Indebtedness under Currency Agreements in reliance on clause (5"Other Indebtedness") of the definition Borrower or any Guarantor or (ii) causes or permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the payment of Permitted any Other Indebtedness, then, in each case the Borrower shall cause such Restricted Subsidiary to simultaneously execute and deliver a Guarantee Assumption Agreement pursuant to which it will become a Guarantor under this Agreement; provided, however, that in the event a Domestic Restricted Subsidiary is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and deliver such Guarantee Assumption Agreement until the consummation of the merger contemplated by any such merger agreement; provided, further, that if such Other Indebtedness is (i) In- debtedness that is ranked pari passu in right of payment with the Loans and the Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of the Other Indebtedness; or (2ii) Interest Swap Obligations incurred in reliance on clause (4) Subordinated Indebtedness, the Guarantees of the definition of Permitted Indebtedness), unless, in any such case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture shall be senior in right of payment to this Indenture providing a the guarantee of payment the Other Indebtedness (which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner as the Other Indebtedness is subordinated to the Loans and the Notes by or the Guarantee of such Restricted Subsidiary, andas the case may be). (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 Notes pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and (b) if such assumptionIf, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated subject to the Notesrequirements of Section 7.03, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Subordinated Obligation shall be subordinated to such guarantee at least to the same extent that the Notes are subordinated to Senior Debt. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 ofof any Guarantor or all of the Capital Stock of any Guarantor are sold (including by issuance or otherwise) by the Borrower in a transaction constituting an Asset Sale, and if (x) the Net Cash Proceeds from such Restricted SubsidiaryAsset Sale are used in accordance with Sections 7.04 and 2.05(a)(iv)(B), or (y) the Borrower delivers to the Administrative Agent an officers' certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Sections 7.04 and 2.05(a)(iv)(B) and within the time limits specified by such Sections, then such Guarantor (in the event of the sale or other disposition of all of the Capital Stock of such Guarantor), or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged of its Guarantee obligations in respect of the Loans and Notes. (c) Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and in accordance with Section 7.10 shall upon such Designation be released and discharged of its Guarantee obligations in respect of the Loans and Notes and any Unrestricted Subsidiary whose Designation is revoked pursuant to Section 7.10 will be required to become a Guarantor in accordance with Article III. (d) In addition, a Guarantee of a Guarantor shall be released upon the sale or transfer of all or substantially all of the assets or all of the Capital Stock of such Guarantor; provided that either (ai) such sale or disposition of transfer complies with the provisions set forth in Section 7.04 or (ii) such sale or transfer need not comply with the provisions set forth in Section 7.04 because the assets or Capital Stock so sold 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 transferred does not constitute an "Asset Sale" by the holders operation of the other Indebtedness provisions of clause (y) of the Company so guaranteed; (3) the Legal Defeasance last sentence of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenturedefinition of Asset Sale.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall will not permit any of its Domestic Restricted Subsidiaries that is not (including a Guarantor (whether formed newly created or acquired before or after the Issue Dateone), 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 Guarantee any Indebtedness of the Company or any Restricted Subsidiary (other than: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted “Guaranteed Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness”), unless, in any such case: (1) if such Restricted Subsidiary is not already a Subsidiary Guarantor, such Restricted Subsidiary executes and delivers a supplemental indenture to this the Indenture providing for a guarantee of payment of the Notes Subsidiary Guarantee by such Restricted Subsidiary, Subsidiary within ten (10) Business Days; and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided waives and will not in respect any manner whatsoever claim or take the benefit or advantage of, any rights of Senior Debtreimbursement, indemnity or subrogation or any other rights against the guarantee Company or any other instrument provided Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in respect connection with, or in contemplation of, such person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness: (a) ranks equally in right of payment with the Notes or the Subsidiary Guarantee, then the Guarantee of such Senior Debt may be superior to such guarantee of Guaranteed Indebtedness shall rank equally with, or subordinate to, the Notes pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and Subsidiary Guarantee; or (b) if such assumptionis subordinate in right of payment to the Notes or the Subsidiary Guarantee, guarantee or other liability then the Guarantee of such Restricted Subsidiary is provided in respect of Guaranteed Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Subordinated Obligation shall be subordinated in right of payment to such guarantee the Notes or the Subsidiary Guarantee at least to the same extent that the Notes are Guaranteed Indebtedness is subordinated in right of payment to Senior Debt. 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 or 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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this IndentureGuarantee.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date), 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) 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 providing a 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 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 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 Obligation shall be subordinated to such guarantee at least to Guarantor’s Guarantee of the same extent that the Notes are subordinated to Senior DebtNotes. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 the Company so guaranteed; (3) the Legal Defeasance or Covenant Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date), 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of “Permitted Indebtedness”; or (2) 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 providing a 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 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 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 Obligation shall be subordinated to such guarantee at least to the same extent that Guarantor’s Guarantee of the Notes are subordinated to Senior Debt. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company shall not permit (i) organizes or acquires any of its Domestic Restricted Subsidiaries Subsidiary (other than a Receivables Entity) after the Issue Date that is not a Guarantor or (whether formed ii) causes or acquired before or after the Issue Date)permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, by way guarantee the payment 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 Domestic Restricted Subsidiary (other than: "Other Indebtedness") then, in each case the Company shall cause such Restricted Subsidiary to simultaneously become a Guarantor of the Notes; provided, however, that in the event a Domestic Restricted Subsidiary is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to become a Guarantor until the consummation of the merger contemplated by any such merger agreement; provided, further, that if such Other Indebtedness is (1i) Indebtedness under Currency Agreements that is ranked pari passu in reliance on clause (5) right of payment with the Notes or the Guarantee of such Domestic Restricted Subsidiary, as the case may be, the Guarantee of such Foreign Restricted Subsidiary shall be pari passu in right of payment with the guarantee of the definition of Permitted Other Indebtedness; or (2ii) Interest Swap Obligations incurred in reliance on clause (4) Subordinated Indebtedness, the Guarantee of the definition of Permitted Indebtedness), unless, in any such case: (1) such Foreign Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a guarantee shall be senior in right of payment of to 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 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 Notes pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and Other Indebtedness (b) if such assumption, which guarantee or other liability of such Restricted Subsidiary Subordinated Indebtedness shall provide that 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 Guarantees of such Subordinated Obligation shall be subordinated to such guarantee at least Subsidiary to the same extent that and in substantially the same manner as the Other Indebtedness is subordinated to the Notes are subordinated to Senior Debt. Notwithstanding or 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 Domestic Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with , as 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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenturecase may be).

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company shall not permit (i) organizes or acquires any of its Domestic Restricted Subsidiaries Subsidiary after November 17, 1999 that is not a Guarantor (whether formed and causes or acquired before or after the Issue Date)permits such Restricted Subsidiary to, directly or indirectly, by way of guarantee the pledge payment of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness ("Other Indebtedness") of the Company (other than: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or any Guarantor or (2ii) Interest Swap Obligations incurred in reliance on clause (4) causes or permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the payment of the definition of Permitted any Other Indebtedness), unlessthen, in any such case: (1) each case the Company shall cause such Restricted Subsidiary executes to simultaneously execute and delivers deliver a supplemental indenture to this Indenture providing pursuant to which it will become a guarantee Guarantor under this Indenture; provided, however, that in the event a Domestic Restricted Subsidiary is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and deliver such supplemental indenture until the consummation of the merger contemplated by any such merger agreement; provided, further, that if such Other Indebtedness is (i) Indebtedness that is ranked pari passu in right of payment of with the Notes by or the Guarantees of such Restricted Subsidiary, and (2) (a) if any such assumptionas the case may be, guarantee or other liability the Guarantee of such Restricted Subsidiary is provided shall be pari passu in respect right of Senior Debt, payment with the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to such guarantee of the Notes pursuant to subordination provisions no less favorable to Other Indebtedness; or (ii) Subordinated Indebtedness, the Holders of the Notes than those contained in this Indenture and (b) if such assumption, guarantee or other liability Guarantees of such Restricted Subsidiary shall be senior in right of payment to the guarantee of the Other Indebtedness (which guarantee of such Subordinated Indebtedness shall provide that 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 Guarantees of such Subordinated Obligation shall be subordinated to such guarantee at least Subsidiary to the same extent that and in the same manner as the Other Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as the case may be). If the Notes are subordinated to Senior Debt. Notwithstanding defeased in accordance with the foregoingterms of Article Nine of this Indenture, any such Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and dischargedor if, 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 subject to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary requirements of the Company Article Five of all of the Company’s Capital Stock inthis Indenture, or all or substantially all of the assets ofof any Guarantor or all of the Capital Stock of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale, and if (x) the Net Cash Proceeds from such Restricted SubsidiaryAsset Sale are used in accordance with Section 4.14 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.14 and within the time limits specified by such Section, then such Guarantor or the Guarantors, as the case may be (in the event of a defeasance of the Notes or sale or other disposition of all of the Capital Stock of such Guarantor), or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged of its Guarantee obligations in respect of this Indenture and the Notes. Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and in accordance with Section 4.19 shall upon such Designation be released and discharged of its Guarantee obligations in respect of this Indenture and the Notes and any Unrestricted Subsidiary whose Designation is revoked pursuant to Section 4.19 will be required to become a Guarantor in accordance with Article Ten. In addition, a Guarantee of a Guarantor shall be released upon the sale or transfer of all or substantially all of the assets or all of the Capital Stock of such Guarantor; provided provided, that either (ai) such sale or disposition of transfer complies with the provisions set forth in Section 4.14 or (ii) such sale or transfer need not comply with the provisions set forth in Section 4.14 because the assets or Capital Stock so sold 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 transferred does not constitute an "Asset Sale" by the holders operation of the other Indebtedness provisions of clause (y) of the Company so guaranteed; (3) the Legal Defeasance last sentence of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenturedefinition of Asset Sale.

Limitation on Guarantees by Restricted Subsidiaries. The Company shall not cause or permit any of its Domestic the Restricted Subsidiaries that is not a Guarantor (whether formed existing on the Issue Date or created or acquired before or after the Issue Datethereafter), directly or indirectly, by way to guarantee the payment 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: (1"Other Indebtedness") Indebtedness or become a primary obligor ------------------ under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case: (1) Senior Credit Facility unless such Restricted Subsidiary (A) is a Guarantor or (B) simultaneously executes and delivers a supplemental indenture to this Indenture pursuant to which it will become a Guarantor under this Indenture; provided that if such Other Indebtedness is (i) pari passu in right of payment with the Notes, the Note Guarantee of such Restricted Subsidiary shall be pari passu in right of payment with the Guarantee of the Other Indebtedness; or (ii) Subordinated Indebtedness, the Note Guarantee of such Restricted Subsidiary shall be senior in right of payment to the Guarantee of the Other Indebtedness (which Guarantee of such Subordinated Indebtedness shall provide that such Guarantee is subordinated to the Note Guarantee of such Restricted Subsidiary to the same extent and in the same manner as the Other Indebtedness is subordinated to the Notes); provided, further, that each Guarantor as of the Issue Date and each Restricted Subsidiary issuing a Note Guarantee after the Issue Date will be automatically and unconditionally released and discharged from its obligations under such Note Guarantee upon the release or discharge of, in the case of Guarantors as of the Issue Date, the Guarantee of such Guarantor of the Senior Credit Facility, and in the case of Restricted Subsidiaries issuing a Note Guarantee after the Issue Date, the Guarantee of the Other Indebtedness or the primary obligations under any Senior Credit Facility, as applicable, that resulted in the creation of such Note Guarantee; provided however, that any such release of a Note Guarantee shall only be effective if after giving effect to such release of a Note Guarantee such Restricted Subsidiary will have no Indebtedness outstanding other than (i) Indebtedness permitted to be incurred pursuant to clause (ix) of paragraph (b) of Section 4.04 and (ii) other Indebtedness not to exceed $5.0 million in aggregate principal amount outstanding. The Company may, at any time, cause a Restricted Subsidiary to become a Guarantor by executing and delivering a supplemental indenture providing a guarantee for the 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 on the basis 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 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 Obligation shall be subordinated to such guarantee at least to the same extent that the Notes are subordinated to Senior Debt. 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: (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 the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.

Limitation on Guarantees by Restricted Subsidiaries. (a) The Company shall will not cause or permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, directly or indirectly, by way to guarantee the payment 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: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; or (2) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case: (1) unless such Restricted Subsidiary of the Company simultaneously executes and delivers a supplemental indenture to this Indenture providing a for the guarantee of payment of the Notes Securities (each a "Subsidiary Guarantee") by such Restricted SubsidiarySubsidiary of the Company (a "Subsidiary Guarantor"); provided, andany guarantee by a Subsidiary Guarantor of such other Indebtedness: (21) (a) if (I) is unsecured or (II) is secured and (A) in the case of 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 Indebtedness of the Notes pursuant to subordination provisions no less favorable Company ranking pari passu with the Securities, the relevant Subsidiary Guarantees are secured equally and ratably with any Liens securing such guarantee and (B) in the case of any such guarantee of Indebtedness of the Company subordinated to the Holders of Securities, the Notes than those contained in this Indenture and relevant Subsidiary Guarantees are secured on a basis ranking prior to the Liens securing such guarantee and (b) if (I) in the case of any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly of the Company subordinated or junior to the NotesSecurities (whether pursuant to its terms or by operation of law), the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Subordinated Obligation shall be subordinated to such guarantee is subordinated pursuant to a written agreement to the relevant Subsidiary Guarantees at least to the same extent that and in the Notes are same manner as such other Indebtedness is subordinated to Senior Debt. Notwithstanding the foregoingSecurities, 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: (1II) the unconditional release Subsidiary Guarantees are not subordinated or junior to any Indebtedness of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (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 SubsidiaryGuarantor; 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 the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) such Restricted Subsidiary being designated as an Unrestricted Subsidiary in compliance with this Indenture.and

Limitation on Guarantees by Restricted Subsidiaries. (a) The Company shall will not cause or permit any of its Domestic the Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiaries, directly or indirectly, by way to guarantee the payment 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 Restricted Subsidiary (other than: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted "Other Indebtedness; "), except for guarantees to suppliers, lessors, licensees, contractors, franchisees or (2) Interest Swap Obligations customers incurred in reliance on clause (4) the ordinary course of the definition of Permitted Indebtedness)business, unless, in any such case: (1) unless such Restricted Subsidiary (A) is a Guarantor or (B) simultaneously executes and delivers a supplemental indenture to this Indenture providing pursuant to which it will become a guarantee Guarantor hereunder; provided, however, that if such Other Indebtedness is (i) Indebtedness that is ranked pari passu in right of payment with the Securities or the Guarantee of the Notes by such Restricted Subsidiary, and (2) (a) if any such assumptionas the case may be, guarantee or other liability the Guarantee of such Restricted Subsidiary is provided shall be pari passu in respect right of Senior Debt, payment with the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to such guarantee of the Notes pursuant to subordination provisions no less favorable to Other Indebtedness; or (ii) Subordinated Indebtedness, the Holders of the Notes than those contained in this Indenture and (b) if such assumption, guarantee or other liability Guarantee of such Restricted Subsidiary shall be senior in right of payment to the guarantee of the Other Indebtedness (which guarantee of such Subordinated Indebtedness shall provide that such guarantee is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by Guarantees of such Restricted Subsidiary in respect of such Subordinated Obligation shall be subordinated to such guarantee at least to the same extent that and in the Notes are same manner as the other Indebtedness is subordinated to Senior Debt. the Securities or the Guarantee of such Restricted Subsidiary, as the case may be). (b) Notwithstanding the foregoingabove, any such Guarantee by a Restricted Subsidiary of the Notes Securities shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and dischargeddischarged upon (i) any sale, without exchange or transfer, to any further action required on the part Person not an Affiliate of the Trustee or any HolderCompany, upon: (1) of all of the unconditional release Capital Stock of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph and all other Indebtedness which would require that a Guarantee be executed and delivered pursuant to the preceding paragraph; (2) any sale or other disposition (held 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, of such Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets , which transaction is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of in which such Restricted Subsidiary has been is released from all guarantees, if any, by it of Other Indebtedness of the Company or any Restricted Subsidiaries or (ii) (with respect to any Guarantees created after the date of this Indenture) the release by the holders of the other Indebtedness of the Company so guaranteed; (3) the Legal Defeasance described above of the Notes as described under Section 8.2; or (4) their guarantee by such Restricted Subsidiary being designated as an Unrestricted (including any deemed release upon payment in full of all obligations under such Indebtedness), at a time when (A) no Other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or (B) the holders of all such Other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in compliance with this Indenturefull of all obligations under such Indebtedness).

Limitation on Guarantees by Restricted Subsidiaries. The Company shall will not permit any of its Domestic Restricted Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Issue Date)Subsidiary, 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 Guarantor, (excluding any Guarantee of a Restricted Subsidiary which constitutes Acquired Indebtedness of such Subsidiary so long as such Guarantee does not apply to any other than: (1) Indebtedness under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness; Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or (2merger) Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness), unless, in any such case: (1) unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture to this Indenture providing a for the guarantee of payment of the Notes by such Restricted SubsidiarySubsidiary in accordance with Article Ten of this Indenture; provided, and (2) (a) if any such assumptionhowever, guarantee or other liability of such that a Restricted Subsidiary is provided may guarantee the Company's obligations under any Senior Indebtedness without executing and delivering such supplemental indenture or guaranteeing the Notes; provided, further, that in the case of any guarantee of any Guarantor with respect of to Senior DebtSubordinated Indebtedness, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to such guarantee the payment of the Notes pursuant by such Guarantor 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 be provided in respect of Indebtedness that is expressly subordinated to the Notes, accordance herewith shall be pari passu with the guarantee or other instrument provided by such Restricted Subsidiary in with respect of such Subordinated Obligation shall be subordinated to such guarantee at least Senior Subordinated Indebtedness in the same manner and to the same extent that as the Notes are subordinated Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to Senior Debt. the provisions described above is referred to as a "Guarantee" and the issuer of each such Guarantee, so long as the Guarantee remains outstanding, is referred to as a "Guarantor." Notwithstanding the foregoing, any such Guarantee by in the event that a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally Guarantor is 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 all obligations which such Guarantee was executed and delivered pursuant to the first sentence of the preceding paragraph and obligate it to become a Guarantor, such Guarantor shall be released from all other Indebtedness which would require obligations under its Guarantee (provided that a Guarantee be executed and delivered the provisions of the first sentence of the preceding paragraph shall apply anew in the event that such Guarantor subsequent to being released incurs any obligations that pursuant to the preceding paragraph; (2) such sentence obligate it to become a Guarantor). In addition, upon any sale or other disposition (by merger or otherwise) to of any Person which is not Guarantor by the Company or a Restricted Subsidiary of the Company to any person that is not a Restricted Subsidiary or a holder, directly or indirectly, of all any Capital Stock of the Company’s Capital Stock in, Company or all or substantially all any of the assets of, such its Restricted Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets Subsidiaries which is otherwise in compliance with the terms of this Indenture and (b) the Indenture, such assumptionGuarantor will be deemed to be released from all obligations under its Guarantee; provided, guarantee however, that each such Guarantor is sold or other liability disposed of in accordance with Section 4.09 above; provided, further, that the foregoing proviso shall not apply to the sale or disposition of a Guarantor in a foreclosure to the extent that such Restricted Subsidiary has been released by proviso would be inconsistent with the holders requirements of the other Indebtedness of Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the Company so guaranteed; (3) the Legal Defeasance of the Notes as described under Section 8.2; or (4) event such Restricted Subsidiary being Guarantor is designated as an Unrestricted Subsidiary in compliance with this IndentureSubsidiary.