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

Limitation on Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, 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 Indebtedness of the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the guarantee of payment of the Notes by such Restricted Subsidiary in accordance with Article Ten of this Indenture; provided, however, that a Restricted Subsidiary 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 to Senior Subordinated Indebtedness, the guarantee of the payment of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness in the same manner and to the same extent as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to 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, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted Subsidiary.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company will (i) organizes or acquires any Domestic Restricted Subsidiary after the Issue Date that is not permit a Guarantor or (ii) causes or permits any Foreign Restricted SubsidiarySubsidiary that is not a Guarantor to, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness of the Company or any Guarantor, (excluding any Guarantee of a Domestic Restricted Subsidiary which constitutes Acquired Indebtedness of such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of ("Other Indebtedness") then, in each case the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless shall cause such Restricted Subsidiary is a Guarantor or to simultaneously executes execute and delivers deliver a supplemental indenture providing for to this Indenture pursuant to which it will become a Guarantor under the guarantee of payment of the Notes by such Restricted Subsidiary in accordance with Article Ten of this Indenture; provided, however, that in the event a Domestic Restricted Subsidiary may guarantee the Company's obligations under any Senior Indebtedness without executing is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and delivering deliver such supplemental indenture or guaranteeing until the Notesconsummation 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 such Restricted Subsidiary, as the case may be, the Guarantee of any such Subsidiary shall be pari passu in right of payment with the guarantee of any Guarantor with respect to Senior the Other Indebtedness; or (ii) Subordinated Indebtedness, the Guarantee of such Subsidiary shall be senior in right of payment to the guarantee of the payment Other Indebtedness (which guarantee of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner and as the other Indebtedness is subordinated to the same extent Securities or the Guarantee of such Restricted Subsidiary, as the Senior Subordinated case may be); or (iii) Indebtedness is guaranteed. Each guarantee created pursuant that ranks senior in right of payment to the provisions described above is referred to as a "Guarantee" and Securities or the issuer Guarantee of each such GuaranteeRestricted Subsidiary, so long as the case may be, the Guarantee remains outstanding, is referred to as a "Guarantor." Notwithstanding of such Subsidiary shall be senior in right of payment with the foregoing, in the event that a Guarantor is released from all obligations which pursuant to the first sentence guarantee of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted SubsidiaryOther Indebtedness.

Limitation on Guarantees by Restricted Subsidiaries. The Company will shall not cause or permit any of its Restricted SubsidiarySubsidiaries, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of 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 Indebtedness of the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless such Restricted Subsidiary is a Guarantor or of the Company simultaneously executes and delivers a supplemental indenture (the substantive provisions of which are in Exhibit B hereto) to this Indenture providing for the guarantee of payment of the Notes Securities (a "Subsidiary Guarantee") by such Restricted Subsidiary in accordance with Article Ten of this Indenturethe Company (a "Subsidiary Guarantor"); provided, however, that provided any guarantee by a Restricted Subsidiary may guarantee the Company's obligations under any Senior Guarantor of such other Indebtedness without executing (A) (1) (X) is unsecured or (Y) is secured and delivering such supplemental indenture or guaranteeing the Notes; provided, further, that (I) in the case of any such guarantee of any Guarantor with respect to Senior Subordinated IndebtednessIndebtedness of the Company, 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 the payment Indebtedness of the Notes by such Guarantor to be provided in accordance herewith shall be 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 with respect of Indebtedness of the Company subordinated to the Securities, the Subsidiary Guarantee is secured on a basis ranking prior to the Liens securing such Senior Subordinated guarantee and (2) (X) in the case of any such guarantee of Indebtedness of the Company subordinated or junior to the Securities (whether pursuant to its terms or by operation of law), such guarantee is subordinated pursuant to a written agreement to the Subsidiary Guarantee at least to the same extent and in the same manner and 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 Subordinated Indebtedness of the Company or (II) the Subsidiary Guarantee is guaranteed. Each guarantee created pursuant 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 provisions described above is referred to 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 "Guarantee" and the issuer result of each any payment by it under such Guarantee, so long as the Guarantee remains outstanding, is referred to as a "Guarantor." Subsidiary Guarantees. Notwithstanding the foregoing, in the event any Subsidiary Guarantee shall provide by its terms that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be automatically and unconditionally released from and discharged upon either (A) the unconditional release or discharge of such Subsidiary Guarantor's guarantees of all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any Guarantor by the Company or a Restricted Subsidiary other Indebtedness of the Company (other than a release resulting from payment under such Subsidiary Guarantor's guarantees) or (B) any sale, exchange or transfer, to any person that is Person not a Restricted Subsidiary or a holder, directly or indirectlyan Affiliate of the Company, of any all (but not less than all) of the Capital Stock of such Subsidiary Guarantor, or all or substantially all of the Company or any assets of its Restricted Subsidiaries such 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 any other Subsidiary Guarantors in the form set forth in Exhibit B hereto and, in connection with the execution and delivery of the 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 provisions of Section 12.2 have been complied with. Notwithstanding the foregoing, any Subsidiary Guarantee will be deemed subject to be released from all obligations release under its Guarantee; provided, however, that each such Guarantor is sold or disposed the conditions described in Section 12.4 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted SubsidiaryExhibit B hereto.

Limitation on Guarantees by Restricted Subsidiaries. The Company will shall not cause or permit any of the Restricted SubsidiarySubsidiaries (whether existing on the Issue Date or created or acquired thereafter), directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness of the Company ("Other Indebtedness") or become a primary obligor ------------------ under 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 Indebtedness of the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) 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 for the guarantee Guarantee of payment of the Notes by such Restricted Subsidiary on the basis provided in accordance with Article Ten of this Indenture; provided, however, that a Restricted Subsidiary 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 to Senior Subordinated Indebtedness, the guarantee of the payment of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness in the same manner and to the same extent as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to 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, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted Subsidiary.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company will (i) organizes or acquires any Domestic Restricted Subsidiary (other than a Receivables Entity) after the Issue Date that is not permit a Guarantor or (ii) causes or permits any Foreign Restricted SubsidiarySubsidiary that is not a Guarantor to, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness of the Company or any Guarantor, (excluding any Guarantee of a Domestic Restricted Subsidiary which constitutes Acquired Indebtedness of such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of ("Other Indebtedness") then, in each case the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless shall cause such Restricted Subsidiary is to simultaneously become a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the guarantee of payment of the Notes by such Restricted Subsidiary in accordance with Article Ten of this IndentureNotes; provided, however, that in the event a Domestic Restricted Subsidiary may guarantee 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 Company's obligations under consummation of the merger contemplated by any Senior Indebtedness without executing and delivering such supplemental indenture or guaranteeing the Notesmerger agreement; provided, further, that if such Other Indebtedness is (i) Indebtedness that is ranked pari passu in right of payment with the Notes or the Guarantee of such Domestic Restricted Subsidiary, as the case may be, the Guarantee of any such Foreign Restricted Subsidiary shall be pari passu in right of payment with the guarantee of any Guarantor with respect to Senior the Other Indebtedness; or (ii) Subordinated Indebtedness, the Guarantee of such Foreign Restricted Subsidiary shall be senior in right of payment to the guarantee of the payment Other Indebtedness (which guarantee of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness in shall provide that such guarantee is subordinated to the same manner and Guarantees of such Subsidiary to the same extent and in substantially the same manner as the Senior Subordinated Other Indebtedness is guaranteed. Each guarantee created pursuant subordinated to the provisions described above is referred to as a "Guarantee" and Notes or the issuer Guarantee of each such GuaranteeDomestic Restricted Subsidiary, so long as the Guarantee remains outstanding, is referred to as a "Guarantorcase may be)." Notwithstanding the foregoing, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted Subsidiary.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company will (i) organizes or acquires any Domestic Restricted Subsidiary after November 17, 1999 that is not permit any a Guarantor and causes or permits such Restricted SubsidiarySubsidiary to, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness ("Other Indebtedness") of the Company or any Guarantor, Guarantor or (excluding ii) causes or permits any Guarantee of a Foreign Restricted Subsidiary which constitutes Acquired Indebtedness that is not a Guarantor to, directly or indirectly, guarantee the payment of such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of Other Indebtedness, then, in each case the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless shall cause such Restricted Subsidiary is a Guarantor or to simultaneously executes execute and delivers deliver a supplemental indenture providing for the guarantee of payment of the Notes by such Restricted Subsidiary in accordance with Article Ten of to this Indenture pursuant to which it will become a Guarantor under this Indenture; provided, however, that in the event a Domestic Restricted Subsidiary may guarantee the Company's obligations under any Senior Indebtedness without executing is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and delivering deliver such supplemental indenture or guaranteeing until the Notesconsummation 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 Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of any such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of any Guarantor with respect to Senior the Other Indebtedness; or (ii) Subordinated Indebtedness, the Guarantees of such Restricted Subsidiary shall be senior in right of payment to the guarantee of the payment Other Indebtedness (which guarantee of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner and as the Other Indebtedness is subordinated to the same extent Notes or the Guarantee of such Restricted Subsidiary, as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to 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, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantorcase may be). In addition, upon any sale or disposition (by merger or otherwise) of any Guarantor by If 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise Notes are defeased in compliance accordance with the terms of the Article Nine of this Indenture, or if, subject to the requirements of Article Five of this Indenture, all or substantially all of the assets of 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 Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or disposed of Asset Sale are used in accordance with Section 4.09 above; provided, further, 4.14 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the foregoing proviso Net Cash Proceeds from such Asset Sale shall not apply to 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 a foreclosure to the extent that such proviso would be inconsistent accordance with the requirements of the Uniform Commercial CodeArticle Ten. In addition, a Guarantee of a Guarantor shall be deemed to be released from upon the sale or transfer of all obligations under its Guarantee or substantially all of the assets or all of the Capital Stock of such Guarantor; provided, that either (i) such sale or transfer complies with the provisions set forth in Section 4.14 or (ii) such sale or transfer need not comply with the event such Guarantor is designated provisions set forth in Section 4.14 because the assets or Capital Stock so sold or transferred does not constitute an Unrestricted Subsidiary"Asset Sale" by operation of the provisions of clause (y) of the last sentence of the definition of Asset Sale.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company will (i) organizes or acquires any Domestic Restricted Subsidiary after the Issue Date that is not permit any a Guarantor and causes or permits such Restricted SubsidiarySubsidiary to, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness ("Other Indebtedness") of the Company or any Guarantor, Guarantor or (excluding ii) causes or permits any Guarantee of a Foreign Restricted Subsidiary which constitutes Acquired Indebtedness that is not a Guarantor to, directly or indirectly, guarantee the payment of such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of Other Indebtedness, then, in each case the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless shall cause such Restricted Subsidiary is a Guarantor or to simultaneously executes execute and delivers deliver a supplemental indenture providing for to the guarantee of payment of Indenture pursuant to which it will become a Guarantor under the Notes by such Restricted Subsidiary in accordance with Article Ten of this Indenture; provided, however, that in the event a Domestic Restricted Subsidiary may guarantee the Company's obligations under any Senior Indebtedness without executing is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and delivering deliver such supplemental indenture or guaranteeing until the Notesconsummation 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 Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of any such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of any Guarantor with respect to Senior the Other Indebtedness; or (ii) Subordinated Indebtedness, the Guarantees of such Restricted Subsidiary shall be senior in right of payment to the guarantee of the payment Other Indebtedness (which guarantee of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner and as the Other Indebtedness is subordinated to the same extent Notes or the Guarantee of such Restricted Subsidiary, as the Senior Subordinated Indebtedness is guaranteedcase may be). Each guarantee created pursuant If the Notes are defeased in accordance with the terms of Article Nine of this Indenture, or if, subject to the provisions described above is referred requirements of Article Five of this Indenture, all or substantially all of the assets of 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 Asset Sale are used in accordance with Section 4.14 or (y) the Company delivers to as a "Guarantee" 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 issuer of each time limits specified by such GuaranteeSection, so long then such Guarantor or the Guarantors, as the Guarantee remains outstanding, is referred to as a "Guarantor." Notwithstanding the foregoing, 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 from all obligations which pursuant to the first sentence and discharged of the preceding paragraph obligate it to become a Guarantorits Guarantee, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any Guarantor by the Company or a Restricted Subsidiary of will, if listed on the Company to any person that is not a Restricted Subsidiary or a holderLuxembourg Stock Exchange, directly or indirectly, of any Capital inform the Luxembourg Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or disposed of Exchange and notify Holders 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code10.02. In addition, a Guarantee of a Guarantor shall be deemed to be released from upon the sale or transfer of all obligations under its Guarantee or substantially all of the assets or all of the Capital Stock of such Guarantor; provided, that either (i) such sale or transfer complies with the provisions set forth in Section 4.14 or (ii) such sale or transfer need not comply with the event such Guarantor is designated provisions set forth in Section 4.14 because the assets or Capital Stock so sold or transferred does not constitute an Unrestricted Subsidiary"Asset Sale" by operation of the provisions of clause (y) of the last sentence of the definition of Asset Sale.

Limitation on Guarantees by Restricted Subsidiaries. The Company will Issuer shall not permit any Restricted Subsidiary, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to Guarantee any Indebtedness of the Company or any Guarantor("Guaranteed Indebtedness"), unless ----------------------- (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 Indebtedness of the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or mergeri) unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the guarantee Subsidiary Guaranty of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in accordance any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guaranty; provided that this paragraph shall not be applicable to (1) any Guarantee by any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (2) Guarantees of any Indebtedness that is permitted under Section 5.17. If the Guaranteed ------------ Indebtedness is (A) pari passu with Article Ten the Notes, then the Guarantee of this Indenture; providedsuch Guaranteed Indebtedness shall be pari passu with, howeveror subordinated to, the Subsidiary Guaranty, or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guaranty at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guaranty by a Restricted Subsidiary may guarantee provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the CompanyIssuer, of all of the Issuer's obligations under any Senior Indebtedness without executing and delivering each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such supplemental indenture Restricted Subsidiary (which sale, exchange or guaranteeing transfer is not prohibited by the Notes; provided, further, that Indenture) or (ii) the release or discharge of the Guarantee which resulted in the case creation of any guarantee of any Guarantor with respect to Senior Subordinated Indebtednesssuch Subsidiary Guaranty, the guarantee of the payment of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness in the same manner and to the same extent as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to the provisions described above is referred to except a discharge or release by, or as a "Guarantee" and the issuer of each result of, payment under such Guarantee, so long as the Guarantee remains outstanding, is referred to as a "Guarantor." Notwithstanding the foregoing, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted Subsidiary.

Limitation on Guarantees by Restricted Subsidiaries. (a) The Company will shall not cause or permit any Restricted Subsidiaryof the Domestic Subsidiaries, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of 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 Indebtedness of the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger"Other Indebtedness") unless such Restricted Domestic Subsidiary (A) is a Guarantor or (B) 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 Section 10.17; provided, however, that if such Other Indebtedness is (i) pari passu in right of payment with the Securities, the Security Guarantee of such Domestic Subsidiary shall be pari passu in right of payment with the guarantee of the Other Indebtedness; or (ii) Subordinated Indebtedness, the Security Guarantee of such Domestic 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 Security Guarantee of such Domestic Subsidiary to the same extent and in the same manner as the Other Indebtedness is subordinated to the Securities); provided, further, however, that each Domestic Subsidiary issuing a Security Guarantee shall be automatically and unconditionally released and discharged 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, except a discharge or release by, or as a result of, any 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 Notes Securities by such Restricted Domestic Subsidiary on the basis provided in accordance the Indenture and complying with Article Ten the other provisions of paragraph (b) of this Indenture; provided, however, that a Restricted Subsidiary 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 to Senior Subordinated Indebtedness, the guarantee of the payment of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness in the same manner and to the same extent as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to 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 "GuarantorSection 10.17." Notwithstanding the foregoing, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted Subsidiary.

Limitation on Guarantees by Restricted Subsidiaries. The Company will shall not permit any of its domestic Restricted SubsidiarySubsidiaries, 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, other Restricted Subsidiary (excluding any Guarantee other than Permitted Indebtedness of a Restricted Subsidiary which constitutes Acquired Indebtedness of Subsidiary), unless, in any such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or mergercase (a) unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture to this Indenture, providing for the a guarantee of payment of the Notes by such Restricted Subsidiary (a "Guarantee") substantially similar to the Guarantee of Holdings contained in accordance with Article Ten Eleven and (b) (x) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Debt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Debt may be superior to such 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 (y) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to such Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture; provided, however, that . Each Guarantee of a Restricted Subsidiary may guarantee will be limited in amount to an amount not to exceed the Company's obligations under any Senior Indebtedness maximum amount that can be guaranteed by a Restricted Subsidiary 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 to Senior Subordinated Indebtedness, the guarantee of the payment of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness in the same manner and to the same extent as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to the provisions described above is referred to as a "Guarantee" and the issuer of each rendering such Guarantee, so long 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 Guarantee remains outstanding, is referred to as a "Guarantor." Notwithstanding the foregoing, in the event that a Guarantor is released from all obligations which pursuant to the first sentence rights of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (creditors generally; provided that the provisions of the first sentence of the preceding paragraph shall apply anew in the event that such Guarantee is subordinated in right of payment to a guaranty constituting Guarantor subsequent Senior Debt 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 being released incurs any obligations that pursuant to such sentence obligate it to become a Guarantor)this Section 4.19. In addition, upon 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 Company shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph; or (ii) any sale or other disposition (by merger or otherwise) of to any Guarantor by the Company or Person which is not a Restricted Subsidiary of the Company to any person that is not a Restricted Subsidiary or a holder, directly or indirectlyCompany, of any all of the Company's Capital Stock in, or all or substantially all of the Company assets of, such Restricted Subsidiary; provided that (a) such sale or any disposition of its Restricted Subsidiaries which 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 Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements holders of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted Subsidiaryother Indebtedness so guaranteed.

Limitation on Guarantees by Restricted Subsidiaries. (a) The Company will shall not cause or permit any Restricted Subsidiaryof the Domestic Subsidiaries, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of 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 Indebtedness of the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger"Other Indebtedness") unless such Restricted Domestic Subsidiary (A) is a Guarantor or (B) simultaneously executes and delivers a supplemental indenture providing for to the guarantee Indenture pursuant to which it shall become a Guarantor under the Indenture and complies with the other provisions of payment of the Notes by such Restricted Subsidiary in accordance with Article Ten paragraph (b) of this IndentureSection 10.17; provided, however, that a Restricted if such Other Indebtedness is (i) pari passu in right of payment with the Securities, the Security Guarantee of such Domestic Subsidiary may shall be pari passu in right of payment with the guarantee of the Company's obligations under any Senior Other Indebtedness; or (ii) Subordinated Indebtedness, the Security Guarantee of such Domestic Subsidiary shall be senior in right of payment to the guarantee of the Other Indebtedness without executing (which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Security Guarantee of such Domestic Subsidiary to the same extent and delivering such supplemental indenture or guaranteeing in the Notessame manner as the Other Indebtedness is subordinated to the Securities); provided, further, however, that in each Domestic Subsidiary issuing a Security Guarantee shall be automatically and unconditionally released and discharged from its obligations under such Security Guarantee upon the case release or discharge of any guarantee of any Guarantor with respect to Senior Subordinated Indebtedness, the guarantee of the Other Indebtedness that resulted in the creation of such Security Guarantee, except a discharge or release by, or as a result of, any payment of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with under the guarantee with respect to of such Senior Subordinated Other Indebtedness in the same manner and to the same extent as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to 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, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted Subsidiary.such

Limitation on Guarantees by Restricted Subsidiaries. The Company will shall not cause or permit any of its Restricted SubsidiarySubsidiaries, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of 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 Indebtedness of the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless such Restricted Subsidiary is a Guarantor or of the Company simultaneously executes and delivers a supplemental indenture (the substantive provisions of which are in Exhibit B hereto) to this Indenture providing for the guarantee of payment of the Notes Securities (a "Subsidiary Guarantee") by such Restricted Subsidiary in accordance with Article Ten of this Indenturethe Company (a "Subsidiary Guarantor"); provided, however, that any guarantee by a Restricted Subsidiary may guarantee the Company's obligations under any Senior Guarantor of such other Indebtedness without executing (A) (1) (X) is unsecured or (Y) is secured and delivering such supplemental indenture or guaranteeing the Notes; provided, further, that (I) in the case of any such guarantee of any Guarantor with respect to Senior Subordinated Indebtedness, the guarantee Indebtedness of the payment of the Notes by such Guarantor to be provided in accordance herewith shall be Company ranking pari passu with the Securities, the Subsidiary Guarantee is secured equally and ratably with any Liens securing such guarantee with respect 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 Senior Subordinated guarantee and (2) (X) in the case of any such guarantee of Indebtedness of the Company subordinated or junior to the Securities (whether pursuant to its terms or by operation of law), such guarantee is subordinated pursuant to a written agreement to the Subsidiary Guarantee at least to the same extent and in the same manner and as such other Indebtedness is subordinated to the same extent as Securities, or (Y) the Senior Subordinated Subsidiary Guarantee is not subordinated or junior to any Indebtedness is guaranteed. Each guarantee created pursuant to of such Subsidiary Guarantor; and (B) such Subsidiary Guarantor waives, and agrees it will not in any manner whatsoever claim or take the provisions described above is referred to 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 "Guarantee" and the issuer result of each any payment by it under such Guarantee, so long as the Guarantee remains outstanding, is referred to as a "Guarantor." Subsidiary Guarantees. Notwithstanding the foregoing, any Subsidiary Guarantee shall provide by its terms that it shall be automatically and unconditionally released and discharged upon either (A) the unconditional release or discharge of such Subsidiary Guarantor's guarantees of all other Indebtedness of the Company (other than a release resulting from payment under such Subsidiary Guarantor's guarantees) or (B) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all (but not less than all) of the Capital Stock of such Subsidiary Guarantor, or all or substantially all of the assets of such Subsidiary Guarantor, pursuant to a transaction which is 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 any other Subsidiary Guarantors in the event that a Guarantor is released from all obligations which pursuant to form set forth in Exhibit B hereto and, in connection with the first sentence execution and delivery of the preceding paragraph obligate it to become a Guarantorsupplemental indenture, such Subsidiary Guarantor shall be released from all obligations under its execute and deliver a Guarantee (provided that substantially in the form of Exhibit C hereto. Such Article XI shall not become effective until the provisions of Section 12.2 have been complied with. Notwithstanding the first sentence of the preceding paragraph shall apply anew in the event that such Guarantor subsequent to being released incurs foregoing, any obligations that pursuant to such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor Guarantee will be deemed subject to be released from all obligations release under its Guarantee; provided, however, that each such Guarantor is sold or disposed the conditions described in Section 11.4 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted SubsidiaryExhibit B hereto.

Limitation on Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted SubsidiarySubsidiaries, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness of the Company Company, other than guarantees of Indebtedness incurred pursuant to the Credit Facility (but only if such guarantees are permitted by clause (ii) of Section 4.3 or any Guarantorconstitute Permitted Indebtedness), (excluding any Guarantee of a unless such Restricted Subsidiary which constitutes Acquired Indebtedness of such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of Subsidiary, the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless such Restricted Subsidiary is a Guarantor or simultaneously executes Trustee execute and delivers deliver a supplemental indenture providing for the guarantee of payment of the Notes by evidencing such Restricted Subsidiary in accordance with Article Ten of this Indenture; provided, however, that a Restricted Subsidiary may guarantee the CompanySubsidiary'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 to Senior Subordinated Indebtedness, the guarantee of the payment of the Notes by Securities (a "Guarantee"), such Guarantor Guarantee to be a senior subordinated unsecured obligation of such Restricted Subsidiary; provided in accordance herewith shall be pari passu with the that if (w) any Subsidiary Guarantor is released from its guarantee with respect to such Senior Subordinated Indebtedness in outstanding under the same manner and Credit Facility or other Indebtedness the guarantee of which gave rise to the same extent as obligation to enter into its Guarantee; (x) the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to the provisions described above is referred to as a "Guarantee" and the issuer Company or any of each such Guarantee, so long as the Guarantee remains outstanding, is referred to as a "Guarantor." Notwithstanding the foregoing, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale Restricted Subsidiaries sells or disposition otherwise disposes (by merger or otherwise) of any Subsidiary Guarantor by 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 such Guarantee. Nothing in this Section 4.11 shall be construed to permit any Restricted Subsidiary of the Company to any person that is not a Restricted Subsidiary or a holder, directly or indirectly, of any Capital Stock of the Company or any of its Restricted Subsidiaries which is incur Indebtedness otherwise in compliance with the terms of the Indenture, such Guarantor prohibited by Section 4.3. The supplemental indenture evidencing each Guarantee will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or disposed of in accordance with Section 4.09 above; provided, further, provide that the foregoing proviso shall not apply to the sale or disposition obligations of a each Subsidiary Guarantor in a foreclosure to the extent that such proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee will be limited to the maximum amount, as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor, result in the event obligations of such Subsidiary Guarantor is designated an Unrestricted Subsidiaryunder its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company will (i) organizes or acquires any Domestic Restricted Subsidiary after the Issue Date that is not permit any a Guarantor and causes or permits such Restricted SubsidiarySubsidiary to, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness ("Other Indebtedness") of the Company or any Guarantor, Guarantor or (excluding ii) causes or permits any Guarantee of a Foreign Restricted Subsidiary which constitutes Acquired Indebtedness that is not a Guarantor to, directly or indirectly, guarantee the payment of such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of Other Indebtedness, then, in each case the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless shall cause such Restricted Subsidiary is a Guarantor or to simultaneously executes execute and delivers deliver a supplemental indenture providing for to the guarantee of payment of Indenture pursuant to which it will become a Guarantor under the Notes by such Restricted Subsidiary in accordance with Article Ten of this Indenture; provided, however, that in the event a Domestic Restricted Subsidiary may guarantee the Company's obligations under any Senior Indebtedness without executing is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and delivering deliver such supplemental indenture or guaranteeing until the Notesconsummation 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 Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guaran- tee of any such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of any Guarantor with respect to Senior the Other Indebtedness; or (ii) Subordinated Indebtedness, the Guarantees of such Restricted Subsidiary shall be senior in right of payment to the guarantee of the payment Other Indebtedness (which guarantee of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner and as the Other Indebtedness is subordinated to the same extent Notes or the Guarantee of such Restricted Subsidiary, as the Senior Subordinated Indebtedness is guaranteedcase may be). Each guarantee created pursuant to 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, in the event that a Guarantor is released from all obligations which pursuant to the first sentence Within 120 days of the preceding paragraph obligate it Issue Date, the Company will cause Canandaigua, B.V. to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that the provisions of Indenture. If the first sentence of the preceding paragraph shall apply anew Notes are defeased in the event that such Guarantor subsequent to being released incurs any obligations that pursuant to such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance accordance with the terms of the Article Four of this Supplemental Indenture, or if, subject to the requirements of Article Six of this Supplemental Indenture, all or substantially all of the assets of 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 Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or disposed of Asset Sale are used in accordance with Section 4.09 above; provided, further, 3.9 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the foregoing proviso Net Cash Proceeds from such Asset Sale shall not apply to 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 a foreclosure to the extent that such proviso would be inconsistent accordance with the requirements of the Uniform Commercial CodeArticle Ten. In addition, a Guarantee of a Guarantor shall be deemed to be released from upon the sale or transfer of all obligations under its Guarantee or substantially all of the assets or all of the Capital Stock of such Guarantor; provided, that either (i) such sale or transfer -------- complies with the provisions set forth in Section 3.9 or (ii) such sale or transfer need not comply with the event such Guarantor is designated an Unrestricted Subsidiary.provisions set forth in Section

Limitation on Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted Subsidiary, directly or indirectly, 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 any Guarantor, (excluding any Guarantee subordinate in right of a Restricted Subsidiary which constitutes Acquired Indebtedness of such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of the Company and its Restricted Subsidiaries not acquired pursuant payment to the respective acquisition or mergerSecurities ("Guaranteed Indebtedness"), unless (i) unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the guarantee Subsidiary Guaranty of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in accordance any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guaranty; provided that this paragraph shall not be applicable to (1) any Guarantee by any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (2) Guarantees of Indebtedness under working capital facilities of the Company in 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 (15) of paragraph (b) of Section 4.17 which is secured by a Lien. If the Guaranteed Indebtedness is (A) pari passu with Article Ten the Securities, then the Guarantee of this Indenture; providedsuch Guaranteed Indebtedness shall be pari passu with, howeveror subordinated to, the Subsidiary Guaranty or (B) subordinated to the Securities, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guaranty at least to the extent that the Guaranteed Indebtedness is subordinated to the Securities. Notwithstanding the foregoing, any Subsidiary Guaranty by a Restricted Subsidiary may guarantee provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's obligations under any Senior Indebtedness without executing and delivering each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such supplemental indenture Restricted Subsidiary (which sale, exchange or guaranteeing transfer is not prohibited by the Notes; provided, further, that Indenture) or (ii) the release or discharge of the Guarantee which resulted in the case creation of any guarantee of any Guarantor with respect to Senior Subordinated Indebtednesssuch Subsidiary Guaranty, the guarantee of the payment of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness in the same manner and to the same extent as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to the provisions described above is referred to except a discharge or release by, or as a "Guarantee" and the issuer of each result of, payment under such Guarantee, so long as the Guarantee remains outstanding, is referred to as a "Guarantor." Notwithstanding the foregoing, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted Subsidiary.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company will (i) organizes or acquires any Domestic Restricted Subsidiary after the Issue Date that is not permit any a Guarantor and causes or permits such Restricted SubsidiarySubsidiary to, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness ("Other Indebtedness") of the Company or any Guarantor, Guarantor or (excluding ii) causes or permits any Guarantee of a Foreign Restricted Subsidiary which constitutes Acquired Indebtedness that is not a Guarantor to, directly or indirectly, guarantee the payment of such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of Other Indebtedness, then, in each case the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless shall cause such Restricted Subsidiary is a Guarantor or to simultaneously executes execute and delivers deliver a supplemental indenture providing for to the guarantee of payment of Indenture pursuant to which it will become a Guarantor under the Notes by such Restricted Subsidiary in accordance with Article Ten of this Indenture; provided, however, that in the event a Domestic Restricted Subsidiary may guarantee the Company's obligations under any Senior Indebtedness without executing is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and delivering deliver such supplemental indenture or guaranteeing until the Notesconsummation 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 Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of any such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of any Guarantor with respect to Senior the Other Indebtedness; or (ii) Subordinated Indebtedness, the Guarantees of such Restricted Subsidiary shall be senior in right of payment to the guarantee of the payment Other Indebtedness (which guarantee of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner and as the Other Indebtedness is subordinated to the same extent Notes or the Guarantee of such Restricted Subsidiary, as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to 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, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantorcase may be). In addition, upon any sale or disposition (by merger or otherwise) of any Guarantor by If 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise Notes are defeased in compliance accordance with the terms of the Article Four of this Supplemental Indenture, or if, subject to the requirements of Article Six of this Supplemental Indenture, all or substantially all of the assets of 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 Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or disposed of Asset Sale are used in accordance with Section 4.09 above; provided, further, 3.8 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the foregoing proviso Net Cash Proceeds from such Asset Sale shall not apply to 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 a foreclosure to the extent that such proviso would be inconsistent accordance with the requirements of the Uniform Commercial CodeArticle Eight. In addition, a Guarantee of a Guarantor shall be deemed to be released from upon the sale or transfer of all obligations under its Guarantee or substantially all of the assets or all of the Capital Stock of such Guarantor; provided, that either (i) such sale or transfer -------- complies with the provisions set forth in Section 3.8 or (ii) such sale or transfer need not comply with the event such Guarantor is designated provisions set forth in Section 3.8 because the assets or Capital Stock so sold or transferred does not constitute an Unrestricted Subsidiary"Asset Sale" by operation of the provisions of clause (y) of the last sentence of the definition of Asset Sale.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company will (i) organizes or acquires any Domestic Restricted Subsidiary after the date of the Indenture that is not permit any a Guarantor and causes or permits such Restricted SubsidiarySubsidiary to, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness ("Other Indebtedness") of the Company or any Guarantor, Guarantor or (excluding ii) causes or permits any Guarantee of a Foreign Restricted Subsidiary which constitutes Acquired Indebtedness that is not a Guarantor to, directly or indirectly, guarantee the payment of such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of Other Indebtedness, then, in each case the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless shall cause such Restricted Subsidiary is a Guarantor or to simultaneously executes execute and delivers deliver a supplemental indenture providing for to the guarantee of payment of Indenture pursuant to which it will become a Guarantor under the Notes by such Restricted Subsidiary in accordance with Article Ten of this Indenture; provided, however, that in the event a Domestic Restricted Subsidiary may guarantee the Company's obligations under any Senior Indebtedness without executing is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and delivering deliver such supplemental indenture or guaranteeing until the Notesconsummation 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 Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of any such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of any Guarantor with respect to Senior the Other Indebtedness; or (ii) Subordinated Indebtedness, the Guarantees of such Restricted Subsidiary shall be senior in right of payment to the guarantee of the payment Other Indebtedness (which guarantee of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner and as the Other Indebtedness is subordinated to the same extent Notes or the Guarantee of such Restricted Subsidiary, as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to 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, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantorcase may be). In addition, upon any sale or disposition (by merger or otherwise) of any Guarantor by If 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise Notes are defeased in compliance accordance with the terms of the Article Four of this Supplemental Indenture, or if, subject to the requirements of Article Six of this Supplemental Indenture, all or substantially all of the assets of 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 Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or disposed of Asset Sale are used in accordance with Section 4.09 above; provided, further, 3.9 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the foregoing proviso Net Cash Proceeds from such Asset Sale shall not apply to 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 a foreclosure to the extent that such proviso would be inconsistent accordance with the requirements of the Uniform Commercial CodeArticle Ten. In addition, a Guarantee of a Guarantor shall be deemed to be released from upon the sale or transfer of all obligations under its Guarantee or substantially all of the assets or all of the Capital Stock of such Guarantor; provided, that either (i) such sale or transfer complies with the provisions set forth in Section 3.9 or (ii) such sale or transfer need not comply with the event such Guarantor is designated provisions set forth in Section 3.9 because the assets or Capital Stock so sold or transferred does not constitute an Unrestricted Subsidiary"Asset Sale" by operation of the provisions of clause (y) of the last sentence of the definition of Asset Sale.

Limitation on Guarantees by Restricted Subsidiaries. The Company will (a) In the event the Borrower (i) organizes or acquires any Domestic Restricted Subsidiary after the date of this Agreement that is not permit any a Guarantor and causes or permits such Restricted SubsidiarySubsidiary to, directly or indirectly, to assumeguarantee the payment of any Indebtedness ("Other Indebtedness") of the Borrower or any Guarantor or (ii) causes or permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, guarantee or the payment of any Other Indebtedness, then, in any other manner become liable with respect to any Indebtedness of each case 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 Indebtedness of the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless Borrower shall cause such Restricted Subsidiary is to simultaneously execute and deliver a Guarantee Assumption Agreement pursuant to which it will become a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the guarantee of payment of the Notes by such Restricted Subsidiary in accordance with Article Ten of under this IndentureAgreement; provided, however, that in the event a Domestic Restricted Subsidiary may guarantee 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 Company's obligations under consummation of the merger contemplated by any Senior Indebtedness without executing and delivering such supplemental indenture or guaranteeing the Notesmerger 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 any such Restricted Subsidiary shall be pari passu in right of payment with the guarantee of any Guarantor with respect to Senior the Other Indebtedness; or (ii) Subordinated Indebtedness, the Guarantees of such Restricted Subsidiary shall be senior in right of payment to the guarantee of the payment Other Indebtedness (which guarantee of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness shall provide that such guarantee is subordinated to the Guarantees of such Subsidiary to the same extent and in the same manner and as the Other Indebtedness is subordinated to the same extent Loans and the Notes or the Guarantee of such Restricted Subsidiary, as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to 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 "Guarantorcase may be)." Notwithstanding the foregoing, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted Subsidiary.

Limitation on Guarantees by Restricted Subsidiaries. The In the event the Company will (i) organizes or acquires any Domestic Restricted Subsidiary (other than a Receivables Entity) after the Issue Date that is not permit a Guarantor or (ii) causes or permits any Foreign Restricted SubsidiarySubsidiary that is not a Guarantor to, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness of the Company or any Guarantor, (excluding any Guarantee of a Domestic Restricted Subsidiary which constitutes Acquired Indebtedness of such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of ("Other Indebtedness") then, in each case the Company and its Restricted Subsidiaries not acquired pursuant to the respective acquisition or merger) unless shall cause such ------------------ Restricted Subsidiary is a Guarantor or to simultaneously executes execute and delivers deliver a supplemental indenture providing for the guarantee of payment of the Notes by such Restricted Subsidiary in accordance with Article Ten of to this Indenture pursuant to which it will become a Guarantor under this Indenture; provided, however, that in the event a Domestic Restricted Subsidiary may guarantee the Company's obligations under any Senior Indebtedness without executing is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and delivering deliver such supplemental indenture or guaranteeing until the Notesconsummation 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 such Domestic Restricted Subsidiary, as the case may be, the Guarantee of any such Foreign Restricted Subsidiary shall be pari passu in right of payment with the guarantee of any Guarantor with respect to Senior the Other Indebtedness; or (ii) Subordinated Indebtedness, the Guarantee of such Foreign Restricted Subsidiary shall be senior in right of payment to the guarantee of the payment Other Indebtedness (which guarantee of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness in shall provide that such guarantee is subordinated to the same manner and Guarantees of such Subsidiary to the same extent and in substantially the same manner as the Senior Subordinated Other Indebtedness is guaranteed. Each guarantee created pursuant subordinated to the provisions described above is referred to as a "Guarantee" and Notes or the issuer Guarantee of each such GuaranteeDomestic Restricted Subsidiary, so long as the Guarantee remains outstanding, is referred to as a "Guarantorcase may be)." Notwithstanding the foregoing, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted Subsidiary.

Limitation on Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted Subsidiary, directly or indirectly, 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 any Guarantor, (excluding any Guarantee subordinate in right of a Restricted Subsidiary which constitutes Acquired Indebtedness of such Subsidiary so long as such Guarantee does not apply to any other Indebtedness of the Company and its Restricted Subsidiaries not acquired pursuant payment to the respective acquisition or mergerSecurities ("Guaranteed Indebtedness"), unless (i) unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the guarantee Subsidiary Guaranty of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in accordance any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guaranty; provided that this paragraph shall not be applicable to (1) any Guarantee by any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (2) Guarantees of Indebtedness under working capital facilities of the Company in 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 (15) of paragraph (b) of Section 4.16 which is secured by a Lien. If the Guaranteed Indebtedness is (A) pari passu with Article Ten the Securities, then the Guarantee of this Indenture; providedsuch Guaranteed Indebtedness shall be pari passu with, howeveror subordinated to, the Subsidiary Guaranty or (B) subordinated to the Securities, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guaranty at least to the extent that the Guaranteed Indebtedness is subordinated to the Securities. Notwithstanding the foregoing, any Subsidiary Guaranty by a Restricted Subsidiary may guarantee provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's obligations under any Senior Indebtedness without executing and delivering each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such supplemental indenture Restricted Subsidiary (which sale, exchange or guaranteeing transfer is not prohibited by this Indenture) or (ii) the Notes; provided, further, that release or discharge of the Guarantee which resulted in the case creation of any guarantee of any Guarantor with respect to Senior Subordinated Indebtednesssuch Subsidiary Guaranty, the guarantee of the payment of the Notes by such Guarantor to be provided in accordance herewith shall be pari passu with the guarantee with respect to such Senior Subordinated Indebtedness in the same manner and to the same extent as the Senior Subordinated Indebtedness is guaranteed. Each guarantee created pursuant to the provisions described above is referred to except a release or discharge by, or as a "Guarantee" and the issuer of each result of, payment under such Guarantee, so long as the Guarantee remains outstanding, is referred to as a "Guarantor." Notwithstanding the foregoing, in the event that a Guarantor is released from all obligations which pursuant to the first sentence of the preceding paragraph obligate it to become a Guarantor, such Guarantor shall be released from all obligations under its Guarantee (provided that 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 such sentence obligate it to become a Guarantor). In addition, upon any sale or disposition (by merger or otherwise) of any 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 any Capital Stock of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of the Indenture, such Guarantor will be deemed to be released from all obligations under its Guarantee; provided, however, that each such Guarantor is sold or 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 proviso would be inconsistent with the requirements of the Uniform Commercial Code. In addition, a Guarantor shall be deemed to be released from all obligations under its Guarantee in the event such Guarantor is designated an Unrestricted Subsidiary.