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

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted SubsidiarySubsidiary which is not a Subsidiary Guarantor or a JV Subsidiary Guarantor, directly or indirectly, to Guarantee guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")any Subsidiary Guarantor or JV Subsidiary Guarantor, unless (ix) (1) such Restricted Subsidiary Subsidiary, simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Subsidiary Guarantee (in the case of a "Subsidiary Guarantee"Guarantor) or JV Subsidiary Guarantee (in the case of a JV Subsidiary Guarantor) of payment of the Notes by such Restricted Subsidiary and (ii2) such Restricted Subsidiary waives and will not in any manner whatsoever claim claim, or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; Guarantee or JV Subsidiary Guarantee until the Notes have been paid in full, or (y) such guarantee is permitted by clause (iii), (iv), (xii)(B) (other than, in the case of case of clause (xii)(B), (x) a guarantee by a PRC Restricted Subsidiary of the Indebtedness of a non-PRC Restricted Subsidiary that is not a Subsidiary of such PRC Subsidiary or (y) a guarantee by a non-PRC Restricted Subsidiary that is not a Subsidiary Guarantor or a JV Subsidiary Guarantor of Indebtedness of a Subsidiary Guarantor or a JV Subsidiary Guarantor) or (xx) (in the case of clause (xx), with respect to the guarantee provided that this paragraph shall not be applicable to any Guarantee of by any Restricted Subsidiary that existed at which is not a Subsidiary Guarantor or JV Subsidiary Guarantor through the time such Person became a Restricted Subsidiary and was not Incurred in connection withpledge of cash deposits, bank accounts or in contemplation of, such Person becoming a Restricted Subsidiary. other assets to secure (or the use of any guarantee or letter of credit or similar instrument to guarantee) any Bank Deposit Secured Indebtedness) of Section 4.06(b). (b) If the Guaranteed Indebtedness is (Ai) ranks pari passu in right of payment with the Notes, any Subsidiary Guarantee or JV Subsidiary Guarantee, then the Guarantee guarantee of such Guaranteed Indebtedness shall be rank pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or the JV Subsidiary Guarantee, as the case may be, or (Bii) is subordinated in right of payment to the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee, then the Guarantee guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee or the JV Subsidiary Guarantee, as the case may be, at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding , the foregoing, any Subsidiary Guarantee or the JV Subsidiary Guarantee. (c) The Company will not permit any JV Subsidiary Guarantor, directly or indirectly, to guarantee any Indebtedness of the Company or any other Restricted Subsidiary unless the aggregate claims of the creditor under such guarantee will be limited to the JV Entitlement Amount. If any JV Subsidiary Guarantor guarantees any Indebtedness of the Company or any other Restricted Subsidiary where the aggregate claims of the creditor under such guarantee exceed the JV Entitlement Amount, such JV Subsidiary Guarantee shall be replaced with a Subsidiary Guarantee given by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such GuaranteeGuarantor.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Parent Company will and the Company shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Parent Company which is pari passu with or subordinate in right of payment to the Parent Guarantee or to Guarantee any of the Company’s Indebtedness which is pari passu with or subordinate in right of payment to the Notes ("any such Indebtedness being the “Guaranteed Indebtedness"”), unless unless: (i1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and Subsidiary; (ii2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Parent Company or the Company, as applicable, or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided provided, however, that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and (3) if the Guaranteed Indebtedness is Indebtedness of the Parent Company, the Company would have been permitted to Incur such Guaranteed Indebtedness pursuant to clause (B) of Section 4.03(a). If the Guaranteed Indebtedness is is: (A) pari passu with the NotesNotes or the Parent Guarantee, as applicable, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or Guarantee; or (B) subordinated to the NotesNotes or the Parent Guarantee, as applicable, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notes or the Parent Guarantee, as applicable. (b) Notwithstanding the foregoingSection 4.07(a), any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon upon: (i1) any sale, exchange or transfer, to any Person not an Affiliate of the Parent Company or the Company, of all of the Parent Company's ’s, the Company’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ); or (ii2) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted SubsidiarySubsidiary that is not a Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the NotesNotes or the Note Guarantees, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the NotesNotes or the Note Guarantees, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesNotes or the Note Guarantees, as the case may be. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this the Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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 SubsidiarySubsidiary or (y) of the Indebtedness Incurred under the Credit Facility. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each other Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("“Guaranteed Indebtedness"”), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee Guarantees (a "“Subsidiary Guarantee"”) of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary GuaranteeGuarantee until the Notes have been paid in full, in U.S. Dollars; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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 SubsidiarySubsidiary or (y) of Indebtedness in an aggregate principal amount not to exceed the greater of (a) U.S.$150 million and (b) an amount equal to the Secured Debt Cap on the date on which such Guarantee is to be Incurred. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee Guarantees at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may shall provide by its terms that it shall be automatically and unconditionally released and discharged upon upon: (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's ’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not cause or permit any Restricted Subsidiary, directly or indirectly, to Guarantee guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee pursuant to which such Restricted Subsidiary guarantees (a "Subsidiary Guarantee") of payment all of the Notes by such Restricted Subsidiary Company's obligations under the Securities and this Indenture and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the NotesSecurities, then the Guarantee guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the NotesSecurities, then the Guarantee guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities. Notwithstanding the foregoing, any Any Subsidiary Guarantee by a Restricted Subsidiary may shall 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 and each Equity Interests of the Company or any Restricted Subsidiary's Capital Stock Subsidiary in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by made in accordance with this Indenture) or (ii) the release or discharge of the Guarantee guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeguarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted SubsidiarySubsidiary of the Company, directly or indirectly, to Guarantee guarantee any Indebtedness of the Company which is pari passu with or subordinate in right any Indebtedness of payment to any Domestic Restricted Subsidiary of the Notes ("Guaranteed Indebtedness")Company, unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a senior unsecured Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to Guarantee so long as any Guarantee of 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. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities remain outstanding. Notwithstanding the foregoing, or Section 4.19, any Subsidiary Guarantee by a Restricted Subsidiary may 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 ’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ), (ii) the release or discharge of the Guarantee guarantee, if any, which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeguarantee or (iii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted SubsidiarySubsidiary which is not a Subsidiary Guarantor or a JV Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with Company, any other Subsidiary Guarantor or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")JV Subsidiary Guarantor, unless (i1) (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Subsidiary Guarantee (in the case of a "Subsidiary Guarantee"Guarantor) or JV Subsidiary Guarantee (in the case of a JV Subsidiary Guarantor) of payment of the Notes by such Restricted Subsidiary and (iib) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee or JV Subsidiary Guarantee; , as the case may be, until the Notes have been paid in full or (2) such Guarantee is permitted by clause (b)(iii), (iv) or (xvii) (in the case of (xvii), with respect to the Guarantee provided that this paragraph shall not be applicable to any Guarantee of by any Restricted Subsidiary that existed at is not a Subsidiary Guarantor or a JV Subsidiary Guarantor through the time such Person became a Restricted Subsidiary and was not Incurred in connection withpledge of cash deposits, bank accounts or other assets to secure (or the use of any Guarantee, letter of credit or similar instrument to Guarantee), directly, or in contemplation ofindirectly, such Person becoming a Restricted Subsidiary. any Bank Deposit Secured Indebtedness of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor) under Section 4.05. (b) If the Guaranteed Indebtedness is (A1) ranks pari passu in right of payment with the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be rank pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, or (B2) is subordinated in right of payment to the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee or the JV Subsidiary Guarantee, as the case may be, at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding , the foregoing, any Subsidiary Guarantee or the JV Subsidiary Guarantee. (c) The Company shall not permit any JV Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company or any other Restricted Subsidiary unless the aggregate claims of the creditor under such Guarantee will be limited to the JV Entitlement Amount. If any JV Subsidiary Guarantor Guarantees any Indebtedness of the Company or any other Restricted Subsidiary where the aggregate claims of the creditor under such Guarantee exceeds the JV Entitlement Amount, such JV Subsidiary Guarantee shall be replaced with a Subsidiary Guarantee given by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such GuaranteeGuarantor.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company Issuer will not permit any of its Restricted SubsidiarySubsidiaries, directly or indirectly, to Guarantee any Indebtedness of the Company Issuer or a Subsidiary Guarantor which is pari passu ranks equally with or subordinate in right of payment to the Notes ("or the applicable Subsidiary Guarantee) (“Guaranteed Indebtedness"”), unless unless: (i1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and Subsidiary; and (ii2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided provided, however, that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is Indebtedness: (Ai) pari passu ranks equally with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu rank equally with, or subordinated subordinate to, the Subsidiary Guarantee or Guarantee; or (Bii) subordinated is subordinate to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any . (b) Any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon upon: (i1) any sale, exchange or transfer, to any Person not an Affiliate of the Company, Issuer of all of the Company's and each Restricted Subsidiary's Capital Stock held by the Issuer and its Restricted Subsidiaries in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ); or (ii2) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu PARI PASSU with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided PROVIDED that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu PARI PASSU with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu PARI PASSU with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted SubsidiarySubsidiary that is not a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Floating Rate Notes ("Guaranteed IndebtednessOTHER GUARANTEED INDEBTEDNESS"), unless (i) such Guarantee is otherwise permitted under the terms of this Agreement, (ii) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture agreement to this Indenture Agreement providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Floating Rate Notes by such Restricted Subsidiary and (iiiii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its such Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Other Guaranteed Indebtedness is (A) pari passu with the Floating Rate Notes, then the Guarantee guarantee of such Other Guaranteed Indebtedness shall be pari passu with, or subordinated to, the such Subsidiary Guarantee Guarantee, or (B) subordinated to the Floating Rate Notes, then the Guarantee guarantee of such Other Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Other Guaranteed Indebtedness is subordinated to the Floating Rate Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenturethe Agreement) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment by such Restricted Subsidiary under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted SubsidiarySubsidiaries (other than Excluded Subsidiaries and Receivables Entities) to Guarantee, directly or indirectly, to Guarantee any Indebtedness of Holdings, the Company which is pari passu with or subordinate in right of payment to the Notes any Subsidiary Guarantor ("“Guaranteed Indebtedness"”), unless (i) unless, if such Restricted Subsidiary simultaneously is not already a Subsidiary Guarantor, such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture substantially in the form of Exhibit E hereto providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guaranteewithin ten Business Days; provided that this paragraph shall Section 4.16 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is Indebtedness: (A1) pari passu ranks equally in right of payment with the NotesNotes or a Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu will rank equally with, or subordinated subordinate to, the Subsidiary Guarantee or Note Guarantee; or (B2) is subordinated in right of payment to the NotesNotes or a Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall will be subordinated in right of payment to the Subsidiary Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange Notes or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Note Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee the payment of any other Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a the Guarantee (a "Subsidiary Guarantee") of the payment of the Notes by such Restricted Subsidiary and (ii) a "Subsidiary Guarantee"), which Subsidiary Guarantee shall be senior to or pari passu with such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights Subsidiary's Guarantee of reimbursement, indemnity or subrogation or any such other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary GuaranteeIndebtedness; provided that this paragraph shall not be applicable apply to any Guarantee of any Restricted Subsidiary that existed at Indebtedness described in clause (h) of 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. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee definition of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. "Permitted Indebtedness." Notwithstanding the foregoing, any such Subsidiary Guarantee by a Restricted Subsidiary may shall 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 and each Restricted Subsidiary's Capital Stock stock in, or all or substantially all the assets of, such Restricted Subsidiary (Subsidiary, which sale, exchange or transfer is not prohibited by this made in compliance with the applicable provisions of the Indenture) or , (ii) the Designation of such Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 10.20 hereof or (iii) the release or discharge of such Restricted Subsidiary from all of its obligations under all of its Guarantees of Indebtedness of the Guarantee which resulted in the creation Company. A form of such Subsidiary GuaranteeGuarantee is set forth as Exhibit B hereto. At the time of the delivery to the Trustee of a Subsidiary Guarantee by a Restricted Subsidiary pursuant to this Section 10.22, except a discharge or release such Restricted Subsidiary shall also deliver to the Trustee an Opinion of Counsel and Officers' Certificate to the effect that such Subsidiary Guarantee has been duly authorized and executed by or as a result such Restricted Subsidiary and constitutes the legal, valid, binding and enforceable obligations of payment under such GuaranteeRestricted Subsidiary (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally).

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (i) The Company Parent Guarantor will not permit any Restricted SubsidiarySubsidiary (other than the Issuer) which is not a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with Parent Guarantor or subordinate in right of payment to the Notes any other Restricted Subsidiary, unless: ("Guaranteed Indebtedness"), unless 1) (ia) such Restricted Subsidiary Subsidiary, simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (iib) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Parent Guarantor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary GuaranteeGuarantee until the Notes have been paid in full; provided that this paragraph shall not be applicable to any or (2) such Guarantee of 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. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu withare permitted by clauses (2), or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture3) or (ii10) of Section 4.1(a)(ii). Under this Indenture, and any supplemental indenture, as applicable, each Subsidiary Guarantee will be limited in an amount not to exceed the release or discharge of maximum amount that can be guaranteed by the Guarantee which resulted in applicable Subsidiary Guarantor without rendering the creation of such Subsidiary Guarantee, except a discharge as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or release by fraudulent transfer or as a result similar laws affecting the rights of payment under such Guaranteecreditors generally.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company Parent Guarantor will not permit any Restricted SubsidiarySubsidiary which is not a Subsidiary Guarantor, directly or indirectly, to Guarantee guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with Company, the Parent Guarantor or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")any other Subsidiary Guarantor, unless (i1) such Restricted Subsidiary simultaneously Subsidiary, as soon as practicable but in any event within five Business Days thereafter, executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary, whereupon it shall become a “Subsidiary Guarantor” and (ii2) such Restricted Subsidiary waives and will not in any manner whatsoever claim claim, or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Parent Guarantor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at until the time such Person became a Restricted Subsidiary and was not Incurred Notes have been paid in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. full. (b) If the Guaranteed Indebtedness is (Ai) ranks pari passu in right of payment with the NotesNotes or any Subsidiary Guarantee, then the Guarantee guarantee of such Guaranteed Indebtedness shall be rank pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or (Bii) is subordinated in right of payment to the NotesNotes or any Subsidiary Guarantee, then the Guarantee guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding Notes or the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will and the Parent Guarantor jointly and severally agree that the Company and the Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary of either the Company or the Parent Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company Parent Guarantor which is pari passu with or subordinate in right of payment to the Parent Guarantee or to Guarantee any of the Company’s Indebtedness which is pari passu with or subordinate in right of payment to the Notes ("any such Indebtedness being the “Guaranteed Indebtedness"”), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and Subsidiary, (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or the Parent Guarantor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and (iii) if the Guaranteed Indebtedness is Indebtedness of the Parent Guarantor, the Company would have been permitted to Incur such Guaranteed Indebtedness pursuant to clause (ii) of Section 4.03(a). If the Guaranteed Indebtedness is (A) pari passu with the NotesNotes or the Parent Guarantee, as applicable, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the NotesNotes or the Parent Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. . (b) Notwithstanding the foregoingprovisions of paragraph (a) of this Section 4.07, any Subsidiary Guarantee by a Restricted Subsidiary may 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 CompanyCompany or the Parent Guarantor, of all of the Company's ’s, the Parent Guarantor’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes Guarantor ("“Guaranteed Indebtedness"”), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing (x) for a Guarantee (a "“Subsidiary Guarantee"”) on the terms contained in Article Eleven of this Indenture, mutatis mutandis, of payment of the Notes Securities by such Restricted Subsidiary and (y) that, upon such execution and delivery, such Restricted Subsidiary shall, with respect to such Subsidiary Guarantee, be subject to all of the obligations of, and deemed to be for all purposes, a Guarantor under this Indenture (and such Subsidiary Guarantee shall be deemed to be a Security Guarantee for all purposes under this Indenture) with the same effect as if such Restricted Subsidiary had been named as a Guarantor in this Indenture, (ii) such supplemental indenture is accompanied by an opinion of counsel to the effect that the supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary, is enforceable against such Restricted Subsidiary (subject to customary exceptions) and is in compliance in all material respects with the terms of this Indenture and (iii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that is permitted as Acquired Indebtedness under Section 4.03 of this Indenture and 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. If the Guaranteed Indebtedness is (A) pari passu with the NotesSecurities or the Security Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Security Guarantee or (B) subordinated to the NotesSecurities or the Security Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Security Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities or the Security Guarantee, as the case may be. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 ’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which that resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company Neither FelCor LP nor FelCor will not permit any of their respective Restricted SubsidiarySubsidiaries, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with FelCor LP, FelCor or subordinate in right of payment to the Notes any Subsidiary Guarantor ("“Guaranteed Indebtedness"”), unless unless: (i) such Restricted Subsidiary substantially simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and Subsidiary, and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company FelCor LP, FelCor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph Section 4.07 shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is is: (A) pari passu with the NotesNotes or Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the Subsidiary Guarantee or Guarantee, or (B) subordinated subordinate in right of payment to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange Notes or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not cause or permit any Restricted Subsidiary, directly or indirectly, to Guarantee guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee pursuant to which such Restricted Subsidiary guarantees (a "Subsidiary Guarantee") of payment all of the Notes by such Restricted Subsidiary Company's obligations under the Securities and the Indenture and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the NotesSecurities, then the Guarantee guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the NotesSecurities, then the Guarantee guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such GuaranteeSecurities.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted SubsidiarySubsidiaries to Guarantee, directly or indirectly, to Guarantee any Indebtedness of Holdings, the Company which is pari passu with or subordinate in right of payment to the Notes any Subsidiary Guarantor ("“Guaranteed Indebtedness"”), unless (i) unless, if such Restricted Subsidiary simultaneously is not already a Subsidiary Guarantor, such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture substantially in the form of Exhibit E hereto providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guaranteewithin ten Business Days; provided that this paragraph shall Section 4.16 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is Indebtedness: (A1) pari passu ranks equally in right of payment with the NotesNotes or a Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu will rank equally with, or subordinated subordinate to, the Subsidiary Guarantee or Note Guarantee; or (B2) is subordinated in right of payment to the NotesNotes or a Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall will be subordinated in right of payment to the Subsidiary Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange Notes or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Note Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will Borrower and TWTC jointly and severally agree that the Borrower and TWTC shall not permit any Restricted SubsidiarySubsidiary of either the Borrower or TWTC, directly or indirectly, to Guarantee any Indebtedness of the Company TWTC which is pari passu with or subordinate in right of payment to the Notes TWTC Guarantee or to Guarantee any of the Borrower’s Indebtedness which is pari passu with or subordinate in right of payment to the Term Loan B Loans ("any such Indebtedness being the “Guaranteed Indebtedness"”), unless unless: (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture agreement to this Indenture Agreement providing for a TWTC Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes Term Loan B Loans by such Restricted Subsidiary and Subsidiary; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Borrower or TWTC or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary the TWTC Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and (iii) if the Guaranteed Indebtedness is Indebtedness of TWTC, the Borrower would have been permitted to Incur such Guaranteed Indebtedness pursuant to clause (ii) of Section 9.2(a). If the Guaranteed Indebtedness is (A) pari passu with the NotesTerm Loan B Loans or the TWTC Guarantee, as applicable, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the TWTC Subsidiary Guarantee or (B) subordinated to the NotesTerm Loan B Loans or the TWTC Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the TWTC Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Term Loan B Loans. (b) Notwithstanding the foregoingprovisions of paragraph (a) of this Section 9.6, any the TWTC Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon upon: (i) any sale, exchange or transfer, to any Person not an Affiliate of the CompanyBorrower or TWTC, of all of the Company's Borrower’s, TWTC’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this IndentureAgreement) or or (ii) the release or discharge of the Guarantee which resulted in the creation of such a TWTC Subsidiary Guarantee, except a discharge or release by or as a result of payment under such the TWTC Subsidiary Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided provided, however, that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that (x) existed at the time such Person became a Restricted Subsidiary and (y) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the NotesSecurities, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the NotesSecurities, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may shall 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, Company of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The After the Issue Date, the Company will shall not permit any Domestic Restricted SubsidiarySubsidiary of the Company, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to under the Notes Credit Agreement ("“Guaranteed Indebtedness"”), unless (i) such Domestic Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsecured senior Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Domestic Restricted Subsidiary and (ii) such Domestic Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Domestic Restricted Subsidiary as a result of any payment by such Domestic Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to Guarantee so long as any Guarantee of 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. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities remain outstanding. Notwithstanding the foregoing, or Section 4.18, any Subsidiary Guarantee by a Restricted Subsidiary may 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 ’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ), (ii) the release or discharge of the Guarantee guarantee, if any, which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeguarantee or (iii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes Securities ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the NotesSecurities, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the NotesSecurities, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the NotesNotes or the Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the NotesNotes or the Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding Notes or the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Note Guarantee, except a discharge or release by or as a result of payment under such Guaranteethe case may be.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted SubsidiarySubsidiary that is not a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")any Subsidiary Guarantor, unless (i1)(x) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (iiy) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; Guarantee until the Notes have been paid in full or (2) such Guarantee and such Guaranteed Indebtedness are permitted by Section 4.05(b)(ii), Section 4.05(b)(iii) or Section 4.05(b)(xiv) (in the case of Section 4.05(b)(xiv), with respect to the Guarantee provided that this paragraph shall not be applicable to any Guarantee of by the Company or any Restricted Subsidiary that existed at through the time pledge of one or more bank accounts to secure any Bank Deposit Secured Indebtedness) or Section 4.05(b)(iv) to the extent such Person became Permitted Refinancing Indebtedness is in respect of a Restricted Subsidiary Guarantee and was not Guaranteed Indebtedness Incurred in connection withpursuant to Section 4.05(b)(ii) or Section 4.05(b)(xiv), or in contemplation of, such Person becoming a Restricted Subsidiary. as applicable. (b) If the Guaranteed Indebtedness is (Ai) ranks pari passu in right of payment with the NotesNotes or any Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be will rank pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or (Bii) is subordinated in right of payment to the NotesNotes or any Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall will be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding Notes or the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted SubsidiarySubsidiary of the Company, directly or indirectly, to Guarantee guarantee any Indebtedness of the Company which is pari passu with or subordinate in right any Indebtedness of payment to any Domestic Restricted Subsidiary of the Notes ("Guaranteed Indebtedness")Company, unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a senior secured Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to Guarantee so long as any Guarantee of 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. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities remain outstanding. Notwithstanding the foregoing, or Section 4.20, any Subsidiary Guarantee by a Restricted Subsidiary may 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 ’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ), (ii) the release or discharge of the Guarantee guarantee, if any, which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeguarantee or (iii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted SubsidiarySubsidiary that is not a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes CGD Note ("Guaranteed IndebtednessOTHER GUARANTEED INDEBTEDNESS"), unless (i) such Guarantee is otherwise permitted under the terms of this Agreement, (ii) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture agreement to this Indenture Agreement providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes CGD Note by such Restricted Subsidiary and (iiiii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its such Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Other Guaranteed Indebtedness is (A) pari passu with the NotesCGD Note, then the Guarantee guarantee of such Other Guaranteed Indebtedness shall be pari passu with, or subordinated to, the such Subsidiary Guarantee Guarantee, or (B) subordinated to the NotesCGD Note, then the Guarantee guarantee of such Other Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Other Guaranteed Indebtedness is subordinated to the NotesCGD Note. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenturethe Agreement) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment by such Restricted Subsidiary under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with in right of payment with, or subordinate in right of payment to to, the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to (x) any Guarantee of 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 SubsidiarySubsidiary or (y) any Guarantee of any Restricted Subsidiary of Indebtedness Incurred (I) under Credit Facilities pursuant to clause (i) of the second paragraph of Section 4.03 or (II) pursuant to clause (vii) of the second paragraph of Section 4.03(a). If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the Subsidiary Guarantee or (B) subordinated in right of payment to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted SubsidiarySubsidiary of the Company, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to (other than Indebtedness and other obligations under the Notes ("Guaranteed Indebtedness"Credit Agreement), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsecured senior subordinated Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Restricted Subsidiary Subsidiary, which Guarantee shall be subordinated to any Indebtedness under the Credit Agreement to the same extent that the Securities are subordinated to the Guarantee under the Credit Agreement and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to Guarantee so long as any Guarantee of 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. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities remain outstanding. Notwithstanding the foregoing, any Subsidiary such Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Subsidiaries' Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ), (ii) the release or discharge of the Guarantee guarantee, if any, which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeguarantee or (iii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, 57 51 such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any other Indebtedness of the Company which is pari passu with with, or subordinate in right of payment to to, the Notes ("Guaranteed IndebtednessGUARANTEED INDEBTEDNESS"), unless unless: (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and Subsidiary; and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph (a) shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (Ax) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (By) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. . (b) Notwithstanding the foregoingforegoing paragraph (a), any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that that, as long as no Event of Default has occurred and is continuing, it shall be automatically and unconditionally released and discharged upon upon: (i) any sale, exchange or transfer, to any Person that is not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ; or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("“Guaranteed Indebtedness"”), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "“Subsidiary Guarantee"”) of payment of the Notes by such 45 Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to (x) any Guarantee of 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 SubsidiarySubsidiary or (y) any Guarantee of any Subsidiary of Indebtedness Incurred under a revolving credit or working capital facility. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 ’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to (x) any Guarantee of 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, (y) any Guarantee by Restricted Subsidiaries to the extent any such Restricted Subsidiary could itself Incur such Indebtedness being Guaranteed (without duplication in the case of the same Indebtedness being Guaranteed by one or more Restricted Subsidiaries) under Section 4.02; or (z) any Guarantee of Indebtedness under the Proposed ING Credit Facility. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee Guarantee, or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company GST will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with GST or subordinate in right any Indebtedness of payment to the Notes GST USA ("Guaranteed IndebtednessGUARANTEED INDEBTEDNESS"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary GuaranteeSUBSIDIARY GUARANTEE") of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Company, GST or any other Restricted Subsidiary GST USA as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided PROVIDED that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that (x) existed at the time such Person became a Restricted Subsidiary and (y) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu PARI PASSU with the Intercompany Notes, the Securities or the Security Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu PARI PASSU with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Intercompany Notes, the Securities or the Security Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Intercompany Notes, the Securities or Security Guarantee, as the case may be. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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, GST of all of the CompanyGST's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee. The Company will not permit any Subsidiary to, directly or indirectly, Guarantee any Indebtedness.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company Issuer will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which Issuer that is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Guarantee is otherwise permitted under the terms of the Indenture, (ii) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (iiiii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to (x) any Guarantee of 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 SubsidiarySubsidiary or (y) one or more Guarantees of Restricted Subsidiaries of Indebtedness of the Issuer in an aggregate principal amount outstanding at any one time not to exceed $100 million. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may shall 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 CompanyIssuer's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this the Indenture) or (ii) the release or discharge of the Guarantee which that resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted SubsidiarySubsidiary that is not a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company or any Subsidiary Guarantor which is pari passu with or subordinate in right of payment to the Notes or the Note Guarantees ("Subordinate Guaranteed Indebtedness"), unless unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and Subsidiary; and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Note Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Subordinate Guaranteed Indebtedness is (A) pari passu with the NotesNotes or the Note Guarantees, then the Guarantee of such Subordinate Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary such Restricted Subsidiary's Note Guarantee or (B) subordinated to the NotesNotes or the Note Guarantees, then the Guarantee of such Guaranteed Subordinate Guarantee Indebtedness shall be subordinated to the Subsidiary such Restricted Subsidiary's Note Guarantee at least to the extent that the Subordinate Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange Notes or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such GuaranteeNote Guarantees.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to (x) any Guarantee of 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, (y) any Guarantee by Restricted Subsidiaries to the extent any such Restricted Subsidiary could itself Incur such Indebtedness being Guaranteed (without duplication in the case of the same Indebtedness being Guaranteed by one or more Restricted Subsidiaries) under Section 4.02; or (z) any Guarantee of Indebtedness under the Proposed ING Credit Facility. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee Guarantee, or (B) subordinated to the Notes, then the Guarantee of such Guaranteed 143 43 Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this the Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with or subordinate in right of payment to the Notes unless: ("Guaranteed Indebtedness"), unless (ia) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Note Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and and (iib) such Restricted Subsidiary waives and will shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Note Guarantee of any Restricted Subsidiary that existed at until the time such Person became a Restricted Subsidiary and was not Incurred Notes have been paid in connection with, or in contemplation of, such Person becoming a Restricted Subsidiaryfull. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated to, the Subsidiary Note Guarantee or (B) subordinated in right of payment to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. The Note Guarantee may be subordinated to the Senior Indebtedness of the Subsidiary Guarantor to the same extent as the Notes are subordinated to the Senior Indebtedness of the Company. Notwithstanding the foregoing, any Subsidiary Note Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon any (i1) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's ’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or upon the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (ii2) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Note Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with in right of payment with, or subordinate in right of payment to to, the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives waives, and will shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to (x) any Guarantee of 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 SubsidiarySubsidiary or (y) any Guarantee of any Restricted Subsidiary of Indebtedness Incurred (I) under Credit Facilities pursuant to clause (i) of the second paragraph of Section 4.03 or (II) pursuant to clause (vii) of the second paragraph of Section 4.03. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the Subsidiary Guarantee or (B) subordinated in right of payment to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company Neither FelCor LP nor FelCor will not permit any of their respective Restricted SubsidiarySubsidiaries, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with FelCor LP, FelCor or subordinate in right of payment to any Subsidiary Guarantor, other than the Notes of FelCor LP, FelCor or any Subsidiary Guarantor ("“Guaranteed Indebtedness"”), unless unless: (i) such Restricted Subsidiary executes and delivers this Indenture and becomes a Subsidiary Guarantor or, if after the Closing Date, substantially simultaneously executes and delivers a supplemental indenture to this Indenture (substantially in the form of Exhibit E hereto) providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and Subsidiary, and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company FelCor LP, FelCor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph Section 4.07 shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is is: (A) pari passu with the NotesNotes or Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the Subsidiary Guarantee or Guarantee, or (B) subordinated subordinate in right of payment to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange Notes or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee Guarantees (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary GuaranteeGuarantee until the Notes have been paid in full, in U.S. Dollars; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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 SubsidiarySubsidiary or (y) of Indebtedness Incurred under the Senior Secured Credit Facilities up to the amount permitted to be Incurred under the second paragraph of clause (a) of Section 4.03. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee Guarantees at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may shall 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with in right of payment with, or subordinate in right of payment to to, the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to (x) any Guarantee of 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 SubsidiarySubsidiary or (y) any Guarantee of any Restricted Subsidiary of Indebtedness Incurred (I) under Credit Facilities pursuant to clause (i) of the second paragraph of Section 4.03(a) or (II) pursuant to clause (vii) of the second paragraph of Section 4.03(a). If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the Subsidiary Guarantee or (B) subordinated in right of payment to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not cause or permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu ranks equally with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment all of the Company's obligations under the Notes by and the Indenture on terms substantially similar to the Guarantee of such Restricted Subsidiary Indebtedness and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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, (y) of Indebtedness Incurred under the Senior Bank Agreement or (z) any Guarantees required under the Take-Out Debt. If the Guaranteed Indebtedness is ranks (A) pari passu equally with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu rank equally with, or subordinated subordinate to, the Subsidiary Guarantee or (B) subordinated subordinate to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this the Indenture) and such Restricted Subsidiary is released from all Guarantees by it, if any, of other Indebtedness of the Company and its Subsidiaries or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu PARI PASSU with or subordinate in right of payment to the Notes ("Guaranteed IndebtednessGUARANTEED INDEBTEDNESS"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary GuaranteeSUBSIDIARY GUARANTEE") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided PROVIDED that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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 SubsidiarySubsidiary or (y) of the Indebtedness Incurred under the AT&T Facility existing on the Closing Date. If the Guaranteed Indebtedness is (A) pari passu PARI PASSU with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu PARI PASSU with, or subordinated to, the Subsidiary Guarantee or (B) subordinated in right of payment to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted SubsidiarySubsidiary which is not a Guarantor on the Issue Date to guarantee, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), ) unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the NotesNotes or a Guarantee, then the Guarantee guarantee of such Guaranteed Indebtedness shall be pari passu with, with or subordinated to, to such Guarantee; and if the Subsidiary Guarantee or (B) Guaranteed Indebtedness is subordinated to the NotesNotes or a Guarantee, then the Guarantee guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notes or such Guarantee. (b) Notwithstanding the foregoingprovisions of Section 4.10(a) hereof, any Subsidiary Guarantee by a Restricted Subsidiary may other than a Leasing Company, NWE Cyprus, WTC, BCL or a future Wholly-Owned Restricted Subsidiary of the Company shall 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee guarantee which resulted in the creation of such Subsidiary Restricted Subsidiary's Guarantee, except a discharge or release by by, or as a result of of, payment under such Guaranteeguarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee the payment of any other Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a the Guarantee (a "Subsidiary Guarantee") of the payment of the Notes by such Restricted Subsidiary and (ii) a "Subsidiary Guarantee"), which Subsidiary Guarantee shall be senior to or PARI PASSU with such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights Subsidiary's Guarantee of reimbursement, indemnity or subrogation or any such other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary GuaranteeIndebtedness; provided PROVIDED that this paragraph shall not be applicable apply to any Guarantee of any Restricted Subsidiary that existed at Indebtedness described in clause (h) of 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. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee definition of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. "Permitted Indebtedness." Notwithstanding the foregoing, any such Subsidiary Guarantee by a Restricted Subsidiary may shall 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 and each Restricted Subsidiary's Capital Stock stock in, or all or substantially all the assets of, such Restricted Subsidiary (Subsidiary, which sale, exchange or transfer is not prohibited by this made in compliance with the applicable provisions of the Indenture) or , (ii) the Designation of such Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 10.20 hereof or (iii) the release or discharge of such Restricted Subsidiary from all of its obligations under all of its Guarantees of Indebtedness of the Guarantee which resulted in the creation Company. A form of such Subsidiary GuaranteeGuarantee is set forth as EXHIBIT B hereto. At the time of the delivery to the Trustee of a Subsidiary Guarantee by a Restricted Subsidiary pursuant to this Section 10.22, except a discharge or release such Restricted Subsidiary shall also deliver to the Trustee an Opinion of Counsel and Officers' Certificate to the effect that such Subsidiary Guarantee has been duly authorized and executed by or as a result such Restricted Subsidiary and constitutes the legal, valid, binding and enforceable obligations of payment under such GuaranteeRestricted Subsidiary (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally).

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not cause or permit any Restricted Subsidiary, directly or indirectly, to Guarantee guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee pursuant to which such Restricted Subsidiary guarantees (a "Subsidiary Guarantee") of payment all of the Company's obligations under the Notes by such Restricted Subsidiary and the Indenture and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Any Subsidiary Guarantee by a Restricted Subsidiary may shall 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 and each Equity Interests of the Company or any Restricted Subsidiary's Capital Stock Subsidiary in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by made in accordance with this Indenture) or (ii) the release or discharge of the Guarantee guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeguarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee guarantee any Indebtedness of the Company which is pari passu with Parent’s, the Company’s or subordinate in right of payment to any Subsidiary Guarantor’s Indebtedness (any such Indebtedness being the Notes ("“Guaranteed Indebtedness"”), unless unless: (i1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes notes by such Restricted Subsidiary and Subsidiary; (ii2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Parent or the Company, as applicable, or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided provided, however, that this paragraph Section 4.18(2) shall not be applicable to any Guarantee of any such 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; and (3) if the Guaranteed Indebtedness is Indebtedness of the Parent, the Company would have been permitted to Incur such Guaranteed Indebtedness pursuant to Section 4.09(a) hereof. If the Guaranteed Indebtedness is Indebtedness: (A) pari passu constitutes Pari Passu Debt or Indebtedness of the Parent that ranks equally in right of payment and Lien priority with the NotesParent Guarantee, then the Guarantee of such Guaranteed Indebtedness shall constitute Pari Passu Debt or shall be pari passu with, or subordinated to, the Subsidiary Guarantee or Guarantee; (B) is subordinated to the Notesnotes, a Subsidiary Guarantee or the Parent Guarantee, or is unsecured, as applicable, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notesnotes, such Subsidiary Guarantee or the Parent Guarantee or will be unsecured, as applicable; or (C) is secured by Collateral, then the Guarantee of such Guaranteed Indebtedness shall be secured, if applicable, by Collateral with a Lien priority that is not senior to the priority of the Liens securing such Guaranteed Indebtedness. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i1) any sale, exchange sale or transfer, to any Person not an Affiliate other disposition (including by merger or otherwise) of (x) Capital Stock of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, Subsidiary or (y) all or substantially all of the assets ofof such Restricted Subsidiary, in each case if (i) such sale or other disposition (including by merger or otherwise) complies with the applicable provisions hereof and (ii) following which such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) no longer a Restricted Subsidiary; or (ii2) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("“Guaranteed Indebtedness"”), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee Guarantees (a "“Subsidiary Guarantee"”) of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary GuaranteeGuarantee until the Notes have been paid in full, in U.S. Dollars; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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 SubsidiarySubsidiary or (y) of Indebtedness Incurred under the Senior Secured Credit Facilities up to the amount permitted to be Incurred under the second paragraph of clause (a) of Section 4.03. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee Guarantees at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may shall 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 ’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu PARI PASSU with or subordinate in right of payment to the Notes ("Guaranteed IndebtednessGUARANTEED INDEBTEDNESS"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary GuaranteeSUBSIDIARY GUARANTEE") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided PROVIDED that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu PARI PASSU with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu PARI PASSU with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes any series of Securities under this Indenture ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a 107 "Subsidiary Guarantee") of payment of the Notes such Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided provided, however, that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notesany series of Securities under this Indenture, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notessuch Securities, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notessuch Securities. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Senior Notes ("Guaranteed IndebtednessOTHER GUARANTEED INDEBTEDNESS"), unless (i) such Guarantee is otherwise permitted under the terms of this Indenture, (ii) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Senior Notes by such Restricted Subsidiary and (iiiii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Other Guaranteed Indebtedness is (A) pari passu with the Senior Notes, then the Guarantee guarantee of such Other Guaranteed Indebtedness shall be pari passu 104 with, or subordinated to, the such Subsidiary Guarantee Guarantee, or (B) subordinated to the Senior Notes, then the Guarantee guarantee of such Other Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Other Guaranteed Indebtedness is subordinated to the Senior Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this the Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment by such Restricted Subsidiary under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company Issuer will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company Issuer which is pari passu with in right of payment with, or subordinate in right of payment to to, the Notes Securities of any particular series ("Guaranteed Indebtedness"), unless unless: (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities of such series by such Restricted Subsidiary and and (ii) such Restricted Subsidiary waives waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to (x) any Guarantee of 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. Subsidiary or (y) any Guarantee of any Restricted Subsidiary of Indebtedness Incurred under Credit Facilities or Vender Credit Facilities pursuant to clause (ix) of the definition of "Permitted Indebtedness." If the Guaranteed Indebtedness is (A) pari passu in right of payment with the NotesSecurities of such series, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the Subsidiary Guarantee or (B) subordinated in right of payment to the NotesSecurities of such series, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the NotesSecurities of such series. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 CompanyIssuer's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company Issuer will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company Issuer which is expressly by its terms pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), ) unless (i) such Restricted Subsidiary simultaneously executes and and delivers a supplemental indenture to this the Indenture providing for a Guarantee (a "Subsidiary Guarantee") guarantee of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated subordinate in right of payment to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. . (b) Each guarantee created pursuant to the provisions described in the foregoing paragraph is referred to as a "Subsidiary Guarantee," and the issuer of each such Guarantee is referred to as a "Subsidiary Guarantor." Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it (together with any Liens arising from such Subsidiary Guarantee) 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 Company's and each Restricted SubsidiaryIssuer's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (Guarantor, which sale, exchange or transfer is not prohibited by in compliance with this Indenture) Indenture or (ii) the release or discharge of the Guarantee assumption, guarantee or other liability which resulted in the creation of such Subsidiary Guarantee, except a release or discharge or release by or as a result of payment under such Subsidiary Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu PARI PASSU with or subordinate in right of payment to the Notes ("Guaranteed IndebtednessGUARANTEED INDEBTEDNESS"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary GuaranteeSUBSIDIARY GUARANTEE") of payment of the Notes and the other obligations of the Company under this Indenture by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph (a) shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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. Subsidiary or (y) of the Indebtedness Incurred under the Senior Secured Credit Facility. (b) If the Guaranteed Indebtedness is (A) pari passu PARI PASSU in right of payment with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu PARI PASSU in right of payment with, or subordinated to, the Subsidiary Guarantee or (B) subordinated in right of payment to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. . (c) Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will and the Parent Guarantor jointly and severally agree that the Company and the Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary of either the Company or the Parent Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company Parent Guarantor which is pari passu with or subordinate in right of payment to the Parent Guarantee or to Guarantee any of the Company’s Indebtedness which is pari passu with or subordinate in right of payment to the Notes ("any such Indebtedness being the “Guaranteed Indebtedness"”), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and Subsidiary, (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or the Parent Guarantor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted SubsidiarySubsidiary or to any Guarantee of any Prospective Subsidiary Guarantor of the 2014 Notes; and (iii) if the Guaranteed Indebtedness is Indebtedness of the Parent Guarantor, the Company would have been permitted to Incur such Guaranteed Indebtedness pursuant to clause (ii) of Section 4.03(a). If the Guaranteed Indebtedness is (A) pari passu with the NotesNotes or the Parent Guarantee, as applicable, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the NotesNotes or the Parent Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. . (b) Notwithstanding the foregoingprovisions of paragraph (a) of this Section 4.07, any Subsidiary Guarantee by a Restricted Subsidiary may 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 CompanyCompany or the Parent Guarantor, of all of the Company's ’s, the Parent Guarantor’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that (x) Guarantees the Indebtedness Incurred under clause (i) of the second paragraph of Section 4.03, (y) existed at the time such Person became a Restricted Subsidiary and (z) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment is not otherwise in violation of the Notes by terms of this Indenture, (ii) except in the event such Guarantee relates to Indebtedness under the Credit Agreement, such Restricted Subsidiary and is a Guarantor, (iiiii) except in the event such Guarantee relates to Indebtedness under the Credit Agreement, such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary such Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If (iv) (A) if the Guaranteed Indebtedness is (A) pari passu with the NotesNotes in right of payment, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee of such Restricted Subsidiary in right of payment, or (B) if the Guaranteed Indebtedness is subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee of such Restricted Subsidiary at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding ; provided that this Section 4.7 shall not be applicable to any Guarantee of any Restricted Subsidiary that (x) existed at the foregoing, any Subsidiary Guarantee by time such Person became a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (iy) any sale, exchange or transfer, to any Person was not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock inIncurred in connection with, or all or substantially all the assets in contemplation of, such Person becoming a Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such GuaranteeSubsidiary.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company Guarantor will not permit any Restricted SubsidiarySubsidiary (other than the Company), directly or indirectly, to Guarantee any Indebtedness of the Company or the Guarantor which is pari passu with or subordinate in right of payment to the Notes Securities or the Securities Guarantees, respectively ("“Guaranteed Indebtedness"”), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture indentures to this Indenture providing for a Guarantee Guarantees (a "“Subsidiary Guarantee"”) of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Company, the Guarantor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary GuaranteeGuarantee until the Securities have been paid in full, in U.S. Dollars; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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 SubsidiarySubsidiary or (y) of the Indebtedness Incurred under the Senior Secured Credit Facilities up to the amount of borrowings and commitments thereunder on the Acquisition Date and additional Indebtedness Incurred under the Senior Secured Credit Facilities if such Indebtedness is then permitted to be Incurred under the second paragraph of clause (a) of Section 4.03. If the Guaranteed Indebtedness is (A) pari passu with the NotesSecurities or the Securities Guarantees, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, to the Subsidiary Guarantee or (B) subordinated to the NotesSecurities or the Securities Guarantees, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee Guarantees at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities or the Securities Guarantees, as the case may be. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may shall 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 CompanyGuarantor, of all of the Company's Guarantor’s and each Restricted Subsidiary's ’s Capital Stock in, in or all or substantially all the assets of, of such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted SubsidiarySubsidiary which is not a Subsidiary Guarantor or a JV Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")any other Subsidiary Guarantor, unless (i1) (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Subsidiary Guarantee (in the case of a "Subsidiary Guarantee"Guarantor) or JV Subsidiary Guarantee (in the case of a JV Subsidiary Guarantor) of payment of the Notes by such Restricted Subsidiary and (iib) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee or JV Subsidiary Guarantee; , as the case may be, until the Notes have been paid in full or (2) such Guarantee is permitted by clauses (b)(iii), (iv) or (xvii) (in the case of (xvii), with respect to the Guarantee provided that this paragraph shall not be applicable to any Guarantee of by any Restricted Subsidiary that existed at is not a Subsidiary Guarantor through the time such Person became a Restricted Subsidiary and was not Incurred in connection withpledge of one or more bank accounts to secure, directly, or in contemplation ofindirectly, such Person becoming a Restricted Subsidiary. any Bank Deposit Secured Indebtedness of the Company or any Subsidiary Guarantor) under Section 4.05. (b) If the Guaranteed Indebtedness is (A1) ranks pari passu in right of payment with the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be rank pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, or (B2) is subordinated in right of payment to the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee or the JV Subsidiary Guarantee, as the case may be, at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding , the foregoing, any Subsidiary Guarantee or the JV Subsidiary Guarantee. (c) The Company shall not permit any JV Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company or any other Restricted Subsidiary unless the aggregate claims of the creditor under such Guarantee will be limited to the JV Entitlement Amount. If any JV Subsidiary Guarantor Guarantees any Indebtedness of the Company or any other Restricted Subsidiary where the aggregate claims of the creditor under such Guarantee exceeds the JV Entitlement Amount, such JV Subsidiary Guarantee shall be replaced with a Subsidiary Guarantee given by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such GuaranteeGuarantor.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 56 49 Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously promptly executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, for so long as any Notes remain outstanding under this Indenture, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (1) in existence on the Closing Date and any Guarantee of or by Stone or any of its Subsidiaries in existence on the Stone Transaction Date, and any renewal, extension refinancing or replacement thereof, (2) 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, (3) of the Indebtedness Incurred under the Credit Agreement or, from and after the Stone Transaction Date, under the Stone Credit Agreement; provided that such Restricted Subsidiary is an Existing Guarantor, a Foreign Subsidiary, a Guarantor or any other Restricted Subsidiary other than a Significant Subsidiary, (4) any Guarantee arising under or in connection with performance bonds, indemnity bonds, surety bonds or letters of credit or bankers' acceptances or (5) any Guarantee of any Interest Rate Agreements, Currency Agreement or Commodity Agreement. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted SubsidiarySubsidiary which is not a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")any other Restricted Subsidiary, unless (i) (x) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a an unsubordinated Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (iiy) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee until the Notes have been paid in full or (ii) such Guaranteed Indebtedness is permitted by clauses (2), (3), (4) or ((8))(ii) (other than, in the case of any Restricted Subsidiary that existed at the time such Person became ((8))(ii), a Guarantee by a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming organized under the laws of the PRC of the Indebtedness of a non-PRC Restricted Subsidiary. ) under Section 4.06(b). (b) If the Guaranteed Indebtedness is (Ai) ranks pari passu in right of payment with the NotesNotes or any Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be rank pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or (Bii) is subordinated in right of payment to the NotesNotes or any Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding Notes or the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not cause or permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu other than Indebtedness under any Credit Agreement Incurred in compliance with clause (2) or subordinate in right clause (13) of payment to the Notes definition of Permitted Indebtedness ("Guaranteed IndebtednessGUARANTEED INDEBTEDNESS"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee pursuant to which such Restricted Subsidiary Guarantees (a "Subsidiary GuaranteeSUBSIDIARY GUARANTEE") of payment all of the Company's obligations under the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted SubsidiaryIndenture. If the Guaranteed Indebtedness is (A) pari PARI passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu PARI PASSU with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Any Subsidiary Guarantee by a Restricted Subsidiary may shall 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 and each Restricted Subsidiary's Capital Stock of the Company or any Restricted Subsidiary in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this made in accordance with the Indenture) or (ii) the release or discharge of the Guarantee guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted SubsidiarySubsidiary which is not a Subsidiary Guarantor or a JV Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with Company, any other Subsidiary Guarantor or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")JV Subsidiary Guarantor, unless (i1) (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Subsidiary Guarantee (in the case of a "Subsidiary Guarantee"Guarantor) or JV Subsidiary Guarantee (in the case of a JV Subsidiary Guarantor) of payment of the Notes by such Restricted Subsidiary and (iib) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee or JV Subsidiary Guarantee; , as the case may be, until the Notes have been paid in full or (2) such Guarantee is permitted by clauses (b)(iii), (iv) or (xvii) (in the case of (xvii), with respect to the Guarantee provided that this paragraph shall not be applicable to any Guarantee of by any Restricted Subsidiary that existed at is not a Subsidiary Guarantor or JV Subsidiary Guarantor through the time such Person became a Restricted Subsidiary and was not Incurred in connection withpledge of cash deposits, bank accounts or other assets to secure (or the use of any Guarantee, letter of credit or similar instrument to Guarantee), directly, or in contemplation ofindirectly, such Person becoming a Restricted Subsidiary. any Bank Deposit Secured Indebtedness of the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor) under Section 4.05. (b) If the Guaranteed Indebtedness is (A1) ranks pari passu in right of payment with the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be rank pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, or (B2) is subordinated in right of payment to the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee or the JV Subsidiary Guarantee, as the case may be, at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding , the foregoing, any Subsidiary Guarantee or the JV Subsidiary Guarantee. (c) The Company shall not permit any JV Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company or any other Restricted Subsidiary unless the aggregate claims of the creditor under such Guarantee will be limited to the JV Entitlement Amount. If any JV Subsidiary Guarantor Guarantees any Indebtedness of the Company or any other Restricted Subsidiary where the aggregate claims of the creditor under such Guarantee exceeds the JV Entitlement Amount, such JV Subsidiary Guarantee shall be replaced with a Subsidiary Guarantee given by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such GuaranteeGuarantor.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless ----------------------- (i1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary -------------------- and (ii2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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 SubsidiarySubsidiary or (y) of the Indebtedness Incurred under the Credit Facility. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i1) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii2) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted SubsidiarySubsidiary which is not a Subsidiary Guarantor or a JV Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")any other Restricted Subsidiary, unless (i1) (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Subsidiary Guarantee (in the case of a "Subsidiary Guarantee"Guarantor) or JV Subsidiary Guarantee (in the case of a JV Subsidiary Guarantor) of payment of the Notes by such Restricted Subsidiary and (iib) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee or JV Subsidiary Guarantee; provided that this paragraph shall not be applicable to any , as the case may be, until the Notes have been paid in full or (2) such Guarantee is permitted by clauses (b)(iii), (iv) or (xiii)(B) (other than, in the case of any clause (xiii)(B) a Guarantee by a PRC Restricted Subsidiary that existed at of the time such Person became Indebtedness of a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a non-PRC Restricted Subsidiary. ), under Section 4.05. (b) If the Guaranteed Indebtedness is (A1) ranks pari passu in right of payment with the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be rank pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, or (B2) is subordinated in right of payment to the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee or the JV Subsidiary Guarantee, as the case may be, at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding , the foregoing, any Subsidiary Guarantee or the JV Subsidiary Guarantee. (c) The Company shall not permit any JV Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company or any other Restricted Subsidiary unless the aggregate claims of the creditor under such Guarantee will be limited to the JV Entitlement Amount. If any JV Subsidiary Guarantor Guarantees any Indebtedness of the Company or any other Restricted Subsidiary where the aggregate claims of the creditor under such Guarantee exceeds the JV Entitlement Amount, such JV Subsidiary Guarantee shall be replaced with a Subsidiary Guarantee given by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such GuaranteeGuarantor.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company Issuer will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company Issuer which is pari passu with in right of payment with, or subordinate in right of payment to to, the Notes ("Guaranteed Indebtedness"), unless unless: (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and and (ii) such Restricted Subsidiary waives waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to (x) any Guarantee of 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 SubsidiarySubsidiary or (y) any Guarantee of any Restricted Subsidiary of Indebtedness Incurred under Credit Facilities or Vender Credit Facilities pursuant to clause (ix) of the definition of "Permitted Indebtedness". If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the Subsidiary Guarantee or (B) subordinated in right of payment to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 CompanyIssuer's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted SubsidiarySubsidiary of the Company, directly or indirectly, to Guarantee guarantee any Indebtedness of the Company which is pari passu with or subordinate in right any Indebtedness of payment to any Domestic Restricted Subsidiary of the Notes ("Guaranteed Indebtedness")Company, unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a senior unsecured Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to Guarantee so long as any Guarantee of 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. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities remain outstanding. Notwithstanding the foregoing, or Section 4.19, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's ’s and each of its Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ), (ii) the release or discharge of the Guarantee guarantee, if any, which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeguarantee or (iii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company WCI will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes WCI ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture amendment to this Indenture Agreement providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes Loans by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company WCI or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided provided, however, that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that (x) existed at the time such Person became a Restricted Subsidiary and (y) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the NotesWCI Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, WCI Guarantee then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesWCI Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may shall 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, WCI of all of the CompanyWCI's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this IndentureAgreement) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not Neither the Parent nor any Issuer shall permit any Restricted SubsidiarySubsidiary which is not the Issuer or a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with Parent or subordinate in right of payment to the Notes any other Restricted Subsidiary ("Guaranteed Indebtedness"), other than an Excluded Subsidiary) unless such Restricted Subsidiary (i) such Restricted Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture in the form attached as Exhibit F hereto pursuant to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment which such subsidiary shall unconditionally guarantee all of the Notes Issuers’ obligations under the Securities and this Indenture, (ii) executes and delivers to the Trustee a guarantee in the form attached as Exhibit E hereto and (iii) delivers to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. After the execution of a supplemental indenture pursuant to this Section 4.15, such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights party thereto shall be a Subsidiary Guarantor for all purposes of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted SubsidiaryIndenture. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the NotesSecurities or any Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or (B) subordinated in right of payment to the NotesSecurities or any Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities or the Subsidiary Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon any: (i1) any sale, exchange or transfer, to any Person not an Affiliate a Subsidiary of the CompanyParent, of all of the Company's Parent’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this the Indenture) or upon the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (ii2) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will (a) TWTC and the Borrower shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company TWTC which is pari passu with or subordinate in right of payment to the TWTC Guarantee or the Parent Guarantee or to Guarantee any of the Borrower’s Indebtedness which is pari passu with or subordinate in right of payment to the Term Loan B Loans or the 2022 Senior Notes ("any such Indebtedness being the “Guaranteed Indebtedness"”), unless unless: (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture agreement to this Indenture Agreement providing for a TWTC Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes Term Loan B Loans by such Restricted Subsidiary and a supplemental indenture to the 2022 Senior Note Indenture providing for a Subsidiary Guarantee of payment of the 2022 Senior Notes by such Restricted Subsidiary; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against TWTC or the Company Borrower, as applicable, or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its TWTC Subsidiary Guarantee or Subsidiary Guarantee; provided provided, however, that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; and (iii) if the Guaranteed Indebtedness is Indebtedness of TWTC, the Borrower would have been permitted to Incur such Guaranteed Indebtedness pursuant to clause (ii) of Section 9.2(a). If the Guaranteed Indebtedness is is: (A) pari passu with the Term Loan B Loans, the 2022 Senior Notes, the Parent Guarantee or the TWTC Guarantee, as applicable, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the TWTC Subsidiary Guarantee or and the Subsidiary Guarantee; or (B) subordinated to the Term Loan B Loans, the 2022 Senior Notes, the Parent Guarantee or the TWTC Guarantee, as applicable, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the TWTC Subsidiary Guarantee and the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Term Loan B Loans, the 2022 Senior Notes. , the Parent Guarantee or the TWTC Guarantee, as applicable. (b) Notwithstanding the foregoingSection 9.6(a), any TWTC Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon upon: (i) any sale, exchange or transfer, to any Person not an Affiliate of TWTC or the CompanyBorrower, of all of TWTC’s, the Company's Borrower’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or Agreement); or (ii) the release or discharge of the Guarantee which resulted in the creation of such TWTC Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu PARI PASSU with or subordinate in right of payment to the Notes ("Guaranteed IndebtednessGUARANTEED INDEBTEDNESS"), unless (i) such Restricted Subsidiary simultaneously promptly executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary GuaranteeSUBSIDIARY GUARANTEE") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, for so long as any Notes remain outstanding under this Indenture, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided PROVIDED that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (1) in existence on the Closing Date and any Guarantee of or by Stone or any of its Subsidiaries in existence on the Stone Transaction Date, and any renewal, extension refinancing or replacement thereof, (2) 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, (3) of the Indebtedness Incurred under the Credit 50 Agreement or, from and after the Stone Transaction Date, under the Stone Credit Agreement; PROVIDED that such Restricted Subsidiary is an Existing Guarantor, a Foreign Subsidiary, a Guarantor or any other Restricted Subsidiary other than a Significant Subsidiary, (4) any Guarantee arising under or in connection with performance bonds, indemnity bonds, surety bonds or letters of credit or bankers' acceptances or (5) any Guarantee of any Interest Rate Agreements, Currency Agreement or Commodity Agreement. If the Guaranteed Indebtedness is (A) pari passu PARI PASSU with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu PARI PASSU with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company Issuer will not permit any of its Restricted SubsidiarySubsidiaries, directly or indirectly, to Guarantee any Indebtedness of the Company Issuer which is pari passu ranks equally with or subordinate in right of payment to the Notes ("“Guaranteed Indebtedness"”), unless unless: (i1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and Subsidiary; and (ii2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided provided, however, that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is Indebtedness: (Ai) pari passu ranks equally with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu rank equally with, or subordinated subordinate to, the Subsidiary Guarantee or Guarantee; or (Bii) subordinated is subordinate to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any . (b) Any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon upon: (i1) any sale, exchange or transfer, to any Person not an Affiliate of the Company, Issuer of all of the Company's and each Restricted Subsidiary's Capital Stock held by the Issuer and its Restricted Subsidiaries in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ); or (ii2) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu PARI PASSU with or subordinate in right of payment to the Notes ("Guaranteed IndebtednessGUARANTEED INDEBTEDNESS"), unless (i) such Restricted Subsidiary simultaneously promptly executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary GuaranteeSUBSIDIARY GUARANTEE") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, for so long as any Notes remain outstanding under this Indenture, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided PROVIDED that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (1) in existence on the Closing Date and any Guarantee of or by JSC or any of its Subsidiaries in existence on the JSC Transaction Date, and any renewal, extension refinancing or replacement thereof, (2) that existed at the time such Person became a Restricted 51 Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, (3) of the Indebtedness Incurred under the Credit Agreements or, from and after the JSC Transaction Date, under the JSC Credit Agreement; PROVIDED that such Restricted Subsidiary is an Existing Guarantor, a Foreign Subsidiary, a Guarantor or any other Restricted Subsidiary other than a Significant Subsidiary, (4) any Guarantee arising under or in connection with performance bonds, indemnity bonds, surety bonds or letters of credit or bankers' acceptances or (5) any Guarantee of any Interest Rate Agreements, Currency Agreement or Commodity Agreement. If the Guaranteed Indebtedness is (A) pari passu PARI PASSU with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu PARI PASSU with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, Subsidiary to Guarantee any Indebtedness of the Company which is pari passu equal in right of payment with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless unless (i1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Note Guarantee") of payment of the Notes by such Restricted Subsidiary and and (ii2) such Restricted Subsidiary waives waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Note Guarantee; provided that this paragraph shall not be applicable to (i) any Guarantee of 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 SubsidiarySubsidiary or (ii) any Guarantee of Indebtedness of the Company which Indebtedness would have been permitted to be Incurred by a Restricted Subsidiary pursuant to Section 4.03. If the Guaranteed Indebtedness is is (A) pari passu equal in right of payment with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu equal in right of payment with, or subordinated to, the Subsidiary Note Guarantee or or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Note Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon upon: (i1) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.or

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not cause or permit any Restricted Subsidiary, other than the Guarantors, directly or indirectly, to secure the payment of any Senior Indebtedness of the Company and the Company will not, and will not permit any Restricted Subsidiary to, pledge any intercompany notes representing obligations of any Restricted Subsidiary (other than the Guarantors) to secure the payment of any Senior Indebtedness unless in each case such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a guarantee of payment of the Notes by such Restricted Subsidiary, which guarantee shall be on the same terms as the guarantee of the Senior Indebtedness (if a guarantee of Senior Indebtedness is granted by any such Restricted Subsidiary) except that the guarantee of the Notes need not be secured and shall be subordinated to the claims against such Restricted Subsidiary in respect of Senior Indebtedness to the same extent as the Notes are subordinated to Senior Indebtedness of the Company under this Indenture. (b) The Company will not cause or permit any Restricted Subsidiary, directly or indirectly, to Guarantee guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of the Notes, on the same terms as the guarantee of such Indebtedness except that (a "A) such guarantee need not be secured unless required pursuant Section 10.17, (B) if such Indebtedness is by its terms Senior Indebtedness, any such assumption, guarantee or other liability of such Restricted Subsidiary Guarantee") of payment with respect to such Indebtedness shall be senior to such Restricted Subsidiary's Guarantee of the Notes by to the same extent as such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Senior Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated senior to the Notes, then and (C) if such Indebtedness is by its terms subordinated to the Guarantee Notes any such assumption, guarantee or other liability of such Guaranteed Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary's Guarantee of the Subsidiary Guarantee Notes at least to the same extent that the Guaranteed as such Indebtedness is subordinated to the Notes. . (c) Notwithstanding the foregoing, but subject to the provisions of Section 8.01, any Subsidiary Guarantee by a Restricted Subsidiary may of the Notes shall provide by its terms that it (and all Liens securing the same) 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary, which transaction is in compliance with the terms of this Indenture (including, but not limited to, Section 10.16) and such Restricted Subsidiary (which saleis released from all guarantees, exchange if any, by it of other Indebtedness of the Company or transfer is not prohibited by this Indenture) any Restricted Subsidiaries or (ii) (with respect to any Guarantees created after the date of this Indenture) the release or discharge by the holders of the Guarantee Indebtedness of the Company described in clauses (a) and (b) above of their security interest or their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at a time when (A) no other Indebtedness of the Company has been secured or guaranteed by such Restricted Subsidiary, as the case may be, or (B) the holders of all such other Indebtedness which resulted is secured or guaranteed by such Restricted Subsidiary also release their security interest in, or guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness). The Company may, at any time, cause a Subsidiary to become a Guarantor by executing and delivering a supplemental indenture providing for the creation guarantee of payment of the Notes by such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeon the basis provided in this Indenture.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company WCI will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes WCI ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company WCI or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided provided, however, that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that (x) existed at the time such Person became a Restricted Subsidiary and (y) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the NotesEquipment Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, Equipment Note Guarantee then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesEquipment Note Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may shall 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, WCI of all of the CompanyWCI's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted SubsidiarySubsidiary of the Company, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to under the Notes Credit Agreement ("Guaranteed Indebtedness"), unless (i) such Restricted ----------------------- Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsecured senior subordinated Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Restricted Subsidiary Subsidiary, which Guarantee shall be subordinated to the guarantee of the Indebtedness under the Credit Agreement to the same extent that the Securities are subordinated to the Credit Agreement and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to Guarantee so long as any Guarantee of 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. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities remain outstanding. Notwithstanding the foregoing, or Section 4.20, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ), (ii) the release or discharge of the Guarantee guarantee, if any, which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeguarantee or (iii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will cause each Restricted Subsidiary (other than the PHPA Subsidiary Guarantors) that would be permitted to guarantee payment of the Notes without obtaining the approval of governmental or regulatory agencies or authorities or incurring regulatory restrictions on the operations of such subsidiary (other than any Foreign Subsidiary) to execute and deliver a supplemental indenture to this Indenture providing for an unsubordinated Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary. Immediately upon the prepayment, redemption, purchase, defeasance or other satisfaction in full of the 7% Senior Notes due 2003, or upon any waiver, modification or amendment of the provisions in the documents governing the 7% Senior Notes due 2003 so that such documents no longer restrict the ability of the PHPA Subsidiary Guarantors to guarantee the payment of the Notes, PacifiCare will cause each PHPA Subsidiary Guarantor to fully and unconditionally Guarantee, jointly and severally, on an unsecured unsubordinated basis the payment of principal, premium, if any, and interest on the Notes by the execution and delivery of a supplemental indenture to the Indenture (such Guarantee shall for all purposes herein be deemed a Subsidiary Guarantee). The Company will not permit any Restricted SubsidiarySubsidiary which is not a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness") (other than Indebtedness outstanding under the Credit Agreement) of the Company or any other Restricted Subsidiary (other than a Foreign Subsidiary), unless (ia) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (iib) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at until the time such Person became a Restricted Subsidiary and was not Incurred Notes have been paid in connection with, or in contemplation of, such Person becoming a Restricted Subsidiaryfull. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the NotesNotes or any Notes Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or (B) subordinated in right of payment to the NotesNotes or any Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesNotes or the Notes Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon without any further action required on the part of the Trustee or any Holder, upon: (i1) any the sale, exchange exchange, transfer or transferother disposition, to any Person not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or upon the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (ii2) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary GuaranteeGuarantee (as well as the release or discharge of any subsequently created Guarantees which would have resulted in the creation of such Subsidiary Guarantee if same did not already exist), except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company Neither FelCor LP nor FelCor will not permit any of their respective Restricted SubsidiarySubsidiaries, directly or indirectly, to Guarantee any Indebtedness of the Company FelCor LP or FelCor which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company FelCor LP, FelCor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Guarantee Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 CompanyFelCor LP or FelCor, of all of the Company's and each Restricted Subsidiary's Capital Stock held by FelCor LP, FelCor and their respective Restricted Subsidiaries in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this the Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company or any other Restricted Subsidiary which is pari passu with or subordinate in right of payment to the Notes Securities ("Guaranteed Indebtedness"), ) unless (ia) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Restricted Subsidiary and (iib) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary GuaranteeGuarantee until the Securities have been paid in full, in U.S. Dollars; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (Ai) pari passu with the NotesSecurities, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (Bii) subordinated to the NotesSecurities, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities. Notwithstanding the foregoing, (a) the Company may permit any of the Restricted Subsidiaries to issue Guarantees otherwise restricted by this Section 1012 to secure indebtedness which, if Incurred by such Restricted Subsidiary would comply with subclause (i) or (ii) of clause (a) of Section 1008, and (b) any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted SubsidiarySubsidiary of the Company, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes Securities ---- ----- ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary ----------------------- simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary GuaranteeGuarantee so long as any Securities remain outstanding; provided that this paragraph shall not be applicable to any -------- Guarantee of any Restricted Subsidiary (x) that existed at the time such Person became a Restricted Subsidiary and was not Incurred incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (y) of Indebtedness incurred under the Credit Agreement or (z) that is provided by a Foreign Restricted Subsidiary of Indebtedness incurred by another Foreign Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes---- ----- Securities, then the Guarantee of such Guaranteed Indebtedness shall be pari ---- passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to ----- the NotesSecurities, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ), (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such GuaranteeGuarantee or (iii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed IndebtednessGUARANTEED INDEBTEDNESS"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary GuaranteeSUBSIDIARY GUARANTEE") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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 SubsidiarySubsidiary or (y) of the Indebtedness Incurred under the Credit Facility. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee guarantee any Indebtedness of the Company which is pari passu with Parent’s, the Company’s or subordinate in right of payment to any Subsidiary Guarantor’s Indebtedness (any such Indebtedness being the Notes ("“Guaranteed Indebtedness"”), unless unless: (i1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes notes by such Restricted Subsidiary and Subsidiary; (ii2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Parent or the Company, as applicable, or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided provided, however, that this paragraph shall not be applicable to any Guarantee of any such 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; and (3) if the Guaranteed Indebtedness is Indebtedness of the Parent, the Company would have been permitted to Incur such Guaranteed Indebtedness pursuant to Section 4.09(a) hereof. If the Guaranteed Indebtedness is Indebtedness: (A) pari passu constitutes Pari Passu Debt or Indebtedness of the Parent that ranks equally in right of payment and Lien priority with the NotesParent Guarantee, then the Guarantee of such Guaranteed Indebtedness shall constitute Pari Passu Debt or shall be pari passu with, or subordinated to, the Subsidiary Guarantee or Guarantee; (B) is subordinated to the Notesnotes, a Subsidiary Guarantee or the Parent Guarantee, or is unsecured, as applicable, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notesnotes, such Subsidiary Guarantee or the Parent Guarantee or will be unsecured, as applicable; or (C) is secured by Collateral, then the Guarantee of such Guaranteed Indebtedness shall be secured, if applicable, by Collateral with a Lien priority that is not senior to the priority of the Liens securing such Guaranteed Indebtedness. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i1) any sale, exchange sale or transfer, to any Person not an Affiliate other disposition (including by merger or otherwise) of (x) Capital Stock of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, Subsidiary or (y) all or substantially all of the assets ofof such Restricted Subsidiary, in each case if (i) such sale or other disposition (including by merger or otherwise) complies with the applicable provisions hereof and (ii) following which such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) no longer a Restricted Subsidiary; or (ii2) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company which is pari passu with other than Indebtedness or subordinate in right reimbursement obligations of payment to the Notes Company of the type permitted by clause (ii) of the definition of "Permitted Indebtedness" ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim claim, or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) Senior Debt, then the Subsidiary Guarantee shall be subordinated to the guarantee of such Guaranteed Indebtedness to the same extent as the Notes are subordinated to Senior Debt; (B) pari passu with the Notes, then the Guarantee guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (BC) subordinated to the NotesSubordinated Indebtedness, then the Guarantee guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person that is not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeguarantee, provided that, with respect to clause (ii), such Restricted Subsidiary has no Indebtedness other than Indebtedness permitted to be incurred by a Restricted Subsidiary that is not a Guarantor.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee guarantee any Indebtedness of the Company which that is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") on the same terms as set forth in this Indenture of payment of the Notes by such Restricted Subsidiary and (ii) to the extent permitted by law, such Restricted Subsidiary waives and agrees that it will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company GST will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with GST or subordinate in right any Indebtedness of payment to the Notes GST USA ("Guaranteed IndebtednessGUARANTEED INDEBTEDNESS"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary GuaranteeSUBSIDIARY GUARANTEE") of payment of the Notes Securities by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Company, GST or any other Restricted Subsidiary GST USA as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided PROVIDED that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that (x) existed at the time such Person became a Restricted Subsidiary and (y) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu PARI PASSU with the Intercompany Notes, the Securities or the Security Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu PARI PASSU with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Intercompany Notes, the Securities or the Security Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Intercompany Notes, the Securities or Security Guarantee, as the case may be. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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, GST of all of the CompanyGST's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee. The Company will not permit any of its Subsidiaries to, directly or indirectly, Guarantee any Indebtedness.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted SubsidiarySubsidiary that is not a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")any Subsidiary Guarantor, unless (i1)(x) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (iiy) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; Guarantee until the Notes have been paid in full or (2) such Guarantee and such Guaranteed Indebtedness are permitted by Section 4.05(b)(ii), Section 4.05(b)(iii) or Section 4.05(b)(xv) (in the case of Section 4.05(b)(xv), with respect to the Guarantee provided that this paragraph shall not be applicable to any Guarantee of by the Company or any Restricted Subsidiary that existed at through the time such Person became a Restricted Subsidiary and was not Incurred in connection withcreation of any Liens over one or more bank accounts or deposits to secure (or the use of any Guarantee or letter of credit or similar instruments to Guarantee), directly or in contemplation ofindirectly, such Person becoming a Restricted Subsidiary. any Bank Deposit Secured Indebtedness). (b) If the Guaranteed Indebtedness is (Ai) ranks pari passu in right of payment with the NotesNotes or any Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be will rank pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or (Bii) is subordinated in right of payment to the NotesNotes or any Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall will be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding Notes or the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company Neither FelCor LP nor FelCor will not permit any of their respective Restricted SubsidiarySubsidiaries, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to other than the Notes of FelCor LP, FelCor or any Subsidiary Guarantor ("“Guaranteed Indebtedness"”), unless unless: (i) such Restricted Subsidiary substantially simultaneously executes and delivers a supplemental indenture to this Indenture (substantially in the form of Exhibit F hereto) providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and Subsidiary, and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company FelCor LP, FelCor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph Section 4.07 shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is is: (A) pari passu with the NotesNotes or Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the Subsidiary Guarantee or Guarantee, or (B) subordinated subordinate in right of payment to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange Notes or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company Parent Guarantor will not permit any Restricted SubsidiarySubsidiary which is not a Subsidiary Guarantor, directly or indirectly, to Guarantee guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company which is pari passu with Company, the Parent Guarantor or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")any other Subsidiary Guarantor, unless (i1) such Restricted Subsidiary simultaneously Subsidiary, as soon as practicable but in any event within five Business Days thereafter, executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary, whereupon it shall become a “Subsidiary Guarantor” and (ii2) such Restricted Subsidiary waives and will not in any manner whatsoever claim claim, or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Parent Guarantor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at until the time such Person became a Restricted Subsidiary and was not Incurred Notes have been paid in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. full. (a) If the Guaranteed Indebtedness is (Ai) ranks pari passu in right of payment with the NotesNotes or any Subsidiary Guarantee, then the Guarantee guarantee of such Guaranteed Indebtedness shall be rank pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or (Bii) is subordinated in right of payment to the NotesNotes or any Subsidiary Guarantee, then the Guarantee guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding Notes or the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may 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 and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The After the Issue Date, the Company will shall not permit any Domestic Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to under the Notes Credit Agreement ("“Guaranteed Indebtedness"”), unless (i) such Domestic Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsecured senior subordinated Guarantee (a "Subsidiary Guarantee") of payment of the Notes Securities by such Domestic Restricted Subsidiary Subsidiary, which Guarantee shall be subordinated to the guarantee of the Indebtedness under the Credit Agreement to the same extent that the Securities are subordinated to the Credit Agreement and (ii) such Domestic Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Domestic Restricted Subsidiary as a result of any payment by such Domestic Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to Guarantee so long as any Guarantee of 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. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the NotesSecurities remain outstanding. Notwithstanding the foregoing, or Section 4.19, any Subsidiary Guarantee by a Restricted Subsidiary may 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 ’s and each Restricted Subsidiary's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ), (ii) the release or discharge of the Guarantee guarantee, if any, which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeguarantee or (iii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company Issuer will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company Issuer which is expressly by its terms pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), ) unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee (a "Subsidiary Guarantee") guarantee of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against the Company Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated subordinate in right of payment to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. . (b) Each guarantee created pursuant to the provisions described in the foregoing paragraph is referred to as a "Subsidiary Guarantee," and the issuer of each such Guarantee is referred to as a "Subsidiary Guarantor." Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it (together with any Liens arising from such Subsidiary Guarantee) 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 Company's and each Restricted SubsidiaryIssuer's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (Guarantor, which sale, exchange or transfer is not prohibited by in compliance with this Indenture) Indenture or (ii) the release or discharge of the Guarantee assumption, guarantee or other liability which resulted in the creation of such Subsidiary Guarantee, except a release or discharge or release by or as a result of payment under such Subsidiary Guarantee.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph (a) shall not be applicable to any Guarantee of any Restricted Subsidiary (A) 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 SubsidiarySubsidiary or (B) of the Indebtedness Incurred under the Bank Credit Agreement. If the Guaranteed Indebtedness is (Ax) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (By) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. . (b) Notwithstanding the foregoingSection 4.07(a), any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) in connection with any sale, exchange sale or transfer, other disposition of all or substantially all of the assets of that Guarantor to any Person not a third party other than the Company or an Affiliate of the CompanyCompany (including by way of merger or consolidation), if the Company applies the Net Cash Proceeds of all that sale or other disposition in accordance with the applicable provisions of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or ; (ii) in connection with any sale of all the release Capital Stock of a Guarantor, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (iii) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with this Indenture; (iv) in connection with the merger or discharge dissolution of a Guarantor into the Company or another Guarantor; or (v) upon the legal defeasance of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or Notes as a result of payment described under such GuaranteeArticle VIII.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted SubsidiarySubsidiary (other than the Issuer), directly or indirectly, to Guarantee any Indebtedness of the Company or the Issuer which is pari passu PARI PASSU with or subordinate in right of payment to the Notes Parent Guarantee or the Notes, as the case may be ("Guaranteed IndebtednessGUARANTEED INDEBTEDNESS"), unless (i) such Restricted Subsidiary simultaneously promptly executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary GuaranteeSUBSIDIARY GUARANTEE") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, for so long as any Notes remain outstanding under this Indenture, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other 52 Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided PROVIDED that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (1) in existence on the Closing Date and any Guarantee of or by JSC or any of its Subsidiaries in existence on the JSC Transaction Date, and any renewal, extension refinancing or replacement thereof, (2) 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, (3) of the Indebtedness Incurred under the Credit Agreement or, from and after the JSC Transaction Date, under the JSC Credit Agreement; PROVIDED that such Restricted Subsidiary is an Existing Guarantor, a Foreign Subsidiary, a Guarantor or any other Restricted Subsidiary other than a Significant Subsidiary, (4) any Guarantee arising under or in connection with performance bonds, indemnity bonds, surety bonds or letters of credit or bankers' acceptances or (5) any Guarantee of any Interest Rate Agreements, Currency Agreement or Commodity Agreement. If the Guaranteed Indebtedness is (A) pari passu PARI PASSU with the Parent Guarantee or the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu PARI PASSU with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Parent Guarantee or the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Parent Guarantee or the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person that is not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.