Common use of Additional Subsidiary Guarantees Clause in Contracts

Additional Subsidiary Guarantees. If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If, after the date of this Indenture, If any Restricted Subsidiary of the Company that is not already a Guarantor guarantees Company's Restricted Subsidiaries shall Guarantee or secure the payment of any other Indebtedness of either of the Issuers Company or any Indebtedness of its Restricted Subsidiaries, then, subject to certain exceptions specified in the Operating CompanyIndenture, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that such Restricted Subsidiary will shall become a Subsidiary Guarantor by executing a supplemental indenture substantially in indenture. Each Subsidiary Guarantor will irrevocably and unconditionally guarantee, jointly and severally, on a senior basis, the form full and punctual payment (whether at Stated Maturity, upon acceleration, optional redemption, upon repurchase following a Change of Annex A hereto Control Offer or an Asset Sale Offer or otherwise) of the principal of, premium, if any, and delivering it interest and Liquidated Damages, if any, on, and all other amounts payable under, this Note provided for under this Indenture, and the full and punctual payment of all other amounts payable by the Issuers under the Indenture; provided that, notwithstanding anything to the Trustee within ten Business Days contrary herein, the aggregate amount of the date on which it Obligations guaranteed or incurred under the Indenture by any Subsidiary Guarantor shall be limited in amount to the maximum amount that would not render such Indebtedness, as Subsidiary Guarantor's obligations subject to avoidance under the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries applicable fraudulent conveyance provisions of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, United States Bankruptcy Code or any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee comparable provision of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeapplicable state law.

Additional Subsidiary Guarantees. If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Companyany Guarantor, or the Operating Companyany Domestic Subsidiary, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will shall become a Guarantor by executing a supplemental indenture substantially in the form of Annex A Exhibit B hereto and delivering it to the Trustee within ten twenty Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of either of the guarantee that resulted in the creation Issuers and any Indebtedness of such Restricted Subsidiary’s Subsidiary Guarantee, any other Guarantor (except a discharge or release by, or as a result of payment under, under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be released in accordance with Article 10.

Additional Subsidiary Guarantees. If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating CompanyCompany under a Credit Facility, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers under a Credit Facility or incurs any Indebtedness under any of the Credit FacilitiesFacility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon subject to the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeand other provisions under Article 10 hereof.

Additional Subsidiary Guarantees. IfIf any of the Company’s Domestic Subsidiaries, including any Domestic Subsidiary that the Company or any of its Subsidiaries may organize, acquire or otherwise invest in after the date of this Indenturehereof, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of or becomes otherwise obligated under the Issuers or any Indebtedness of the Operating Company, Senior Secured Credit Facility or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit FacilitiesExisting Notes, then in either case that such Domestic Subsidiary will become a Guarantor by executing shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Annex A hereto and delivering it reasonably satisfactory to the Trustee within ten Business Days pursuant to which such Domestic Subsidiary shall unconditionally guarantee all of the date Issuers’ obligations under the Securities and this Indenture on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or terms set forth in Article XV and (ii) deliver to the Trustee an Opinion of Counsel required that such supplemental indenture has been duly authorized, executed and delivered by Section 9.06such Domestic Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Subsidiary. Thereafter, such Domestic Subsidiary shall be a Guarantor for all purposes hereof; provided, however, that to the preceding extent that a Domestic Subsidiary is subject to any instrument governing Acquired Debt, as in effect at the time of acquisition thereof, that prohibits such Domestic Subsidiary from issuing a Guarantee, such Domestic Subsidiary shall not apply be required to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue execute such a supplemental indenture until it is permitted to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary issue such Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result the terms of its guarantee of such Acquired Debt; provided, further, however, that any Indebtedness shall provide by its terms that it such Guarantee shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeprovided under Section 1504 hereof.

Additional Subsidiary Guarantees. If, after the date of this IndentureIssue Date , any Restricted Subsidiary of the Company that is not already a Subsidiary Guarantor (including any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating CompanyCompany or any other Subsidiary, or if the Operating Company, if not then a Subsidiary Guarantor, guarantees any other Indebtedness of either of the Issuers or any other Subsidiary or incurs any Indebtedness under any of the Credit FacilitiesFacility, then then, in either case that each such case, such Subsidiary will must become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it an Opinion of Counsel to the Trustee pursuant to Section 7.02(b) within ten Business Days 30 days of the date on which it guaranteed became a Restricted Subsidiary or incurred such Indebtednessother guarantee was executed or such Indebtedness incurred, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariesapplicable. Notwithstanding the preceding, (i) any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that which resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeguarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with this Indenture.

Additional Subsidiary Guarantees. If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of any Guarantor in excess of the Operating CompanyDe Minimis Guaranteed Amount, or the Operating Companyany Domestic Subsidiary, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will shall become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten 30 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of either of the guarantee that resulted in the creation Issuers and any Indebtedness of such Restricted Subsidiary’s Subsidiary Guarantee, any other Guarantor (except a discharge or release by, or as a result of payment underunder any such other guarantee) and (y) if such Guarantor is a Domestic Subsidiary, such guaranteeto be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be released in accordance with Article 10.

Additional Subsidiary Guarantees. If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness Guarantor in excess of the Operating Companya De Minimis Guaranteed Amount, or the Operating Companyany Domestic Subsidiary, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit FacilitiesFacility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary of the Company that was incurred pursuant to this Section 4.13 will be released at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of either of the Issuers and any other Guarantor in excess of a result of its guarantee of De Minimis Guaranteed Amount and (y) to be an obligor with respect to any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeunder any Credit Facility.

Additional Subsidiary Guarantees. If, If the Company or any of its Subsidiaries shall acquire or create another Restricted Subsidiary after the date of this the Indenture, any then such newly acquired or created Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company, or the Operating Company, if not then shall become a Guarantor, guarantees any other Indebtedness of either on a senior subordinated basis, of the Issuers or incurs any Indebtedness Company's obligations under any of the Credit Facilities, then in either case that Subsidiary will become a Guarantor Notes and this Indenture by (i) executing a supplemental indenture substantially to this Indenture in the form of Annex A set forth in Exhibit B hereto, (ii) executing a Subsidiary Guarantee in the form set forth in Exhibit A-1 hereto and (iii) delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or an Opinion of Counsel required Counsel, in form reasonably satisfactory to the Trustee, that the Subsidiary Guarantee and supplemental indenture have been duly authorized, executed and delivered by Section 9.06such Restricted Subsidiary and constitute the valid and binding obligations of such Restricted Subsidiary and enforceable against such Restricted Subsidiary in accordance with their respective terms, subject to customary exceptions for bankruptcy and equitable principles; provided, however, that the preceding this Section 11.09 shall not apply to Subsidiaries of the Company that have any Subsidiary during such period as such Subsidiary (y) would not be a Domestic Restricted Subsidiary or (z) has been properly been designated as an Unrestricted Subsidiaries Subsidiary in accordance with this Indenture for so long as they continue it continues to constitute an Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If, after the date of this IndentureIssue Date, any Restricted Subsidiary of the Company that is not already a Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company, Holding Company or the Operating Company, if not then a any other Subsidiary Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilitiesthen, then in either case that each such case, such Subsidiary will must become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto provided in this Indenture and delivering it to the Trustee within ten Business Days 20 business days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06other guarantee was executed; provided, however, provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that which resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeguarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary.

Additional Subsidiary Guarantees. IfIf the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, after the date in one transaction or a series of this Indenturerelated transactions, any property to any Restricted Subsidiary (other than a Foreign Subsidiary or Securitization Entity) that is not a Guarantor and that has total assets with a book value in excess of $500,000 after giving effect to such transfer, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Restricted Subsidiary (other than a Foreign Subsidiary or a Securitization Entity) having total assets with a book value in excess of $500,000 that is not already a Guarantor guarantees any Guarantor, then such transferee or acquired or other Indebtedness of either Restricted Subsidiary shall within 15 days of the Issuers or any Indebtedness end of the Operating Companynext succeeding fiscal quarter (unless the book value of such Restricted Subsidiary is in excess of $5.0 million in which case, contemporaneously with the organization, acquisition or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then investment in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such IndebtednessRestricted Subsidiary, as the case may be, together with any Officers’ Certificate or ) (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture and (2) deliver to the Trustee an Opinion of Counsel required that such supplemental indenture has been duly authorized, executed and delivered by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a such Restricted Subsidiary that was incurred pursuant to this Section 4.13 as and constitutes a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically legal, valid, binding and unconditionally released upon the release or discharge of the guarantee that resulted in the creation enforceable obligation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under. Thereafter, such guaranteeRestricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Subsidiary Guarantees. If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of any Guarantor in excess of the Operating CompanyDe Minimis Guaranteed Amount, or the Operating Companyany Domestic Subsidiary, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will shall become a Guarantor by executing a supplemental indenture substantially in the form of Annex A Exhibit B hereto and delivering it to the Trustee within ten 30 Business Days of the date on which it guaranteed or incurred such 61 Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of either of the guarantee that resulted in the creation Issuers and any Indebtedness of such Restricted Subsidiary’s Subsidiary Guarantee, any other Guarantor (except a discharge or release by, or as a result of payment under, under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be released in accordance with Article 10.

Additional Subsidiary Guarantees. If, If the Company or any of its Subsidiaries acquires or creates another Domestic Subsidiary after the date of this First Supplemental Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to excluding all Subsidiaries of the Company that have been properly been designated as Unrestricted Subsidiaries in accordance with this First Supplemental Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding , then that newly acquired or created Domestic Subsidiary shall become a Subsidiary Guarantor and execute a supplemental Indenture and deliver an opinion of counsel satisfactory to the precedingTrustee within 10 Business Days of the date on which it was acquired or created; provided, any however, that if a Subsidiary Guarantee of the Company that is not a Restricted Guarantor guarantees a Subsidiary that was incurred pursuant to this Section 4.13 as Guarantor's Indebtedness, such guarantee may be on a result of its guarantee of senior basis if the Indebtedness being guaranteed is Senior Indebtedness, but otherwise shall be pari passu with any Indebtedness shall provide by its terms being guaranteed that it is pari passu with the Notes, or shall be automatically and unconditionally released upon on a subordinated basis if the release or discharge of Indebtedness being guaranteed is subordinated to the Notes, in which event such guarantee that resulted in shall be subordinated at least to the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteesame extent the Indebtedness being guaranteed is subordinated to the Notes.

Additional Subsidiary Guarantees. If(a) The Company covenants and agrees that, at any time after the date of this Indenture, hereof any Restricted Subsidiary of the Company Company’s Subsidiaries that is not already at such time a Subsidiary Guarantor guarantees any other Indebtedness of either becomes a Restricted Subsidiary (including upon a Revocation of the Issuers Designation of a Subsidiary as an Unrestricted Subsidiary) and is not prevented from becoming a Subsidiary Guarantor because of local laws or any Indebtedness the existence of the Operating Companyminority shareholders, or that at any time after the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under date hereof any of the Credit FacilitiesCompany’s Restricted Subsidiaries that had been prevented from becoming a Subsidiary Guarantor because of local laws or the existence of minority shareholders (a “Non-Guarantor Restricted Subsidiary”) is no longer prevented from becoming a Subsidiary Guarantor because of local laws or the existence of minority shareholders, then the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in either case that writing of such event and (ii) cause such Restricted Subsidiary will (an “Additional Subsidiary Guarantor”) concurrently to become a Subsidiary Guarantor on a general unsecured senior basis (promptly following the determination in accordance with the terms of this Indenture that such Subsidiary is a Restricted Subsidiary) by executing a supplemental indenture substantially in the form of Annex A Exhibit E hereto and delivering it to providing the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any an Officers’ Certificate or Opinion and to comply in all respects with the provisions of Counsel required by Section 9.06this Indenture and the Notes, as applicable; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any each Additional Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall Guarantor will be automatically and unconditionally released upon and discharged from its obligations under such additional note guarantee (“Additional Note Guarantee”) only in accordance with Section 10.2; and provided further that no Officers’ Certificate shall be required solely pursuant to this Section 10.5(a) on the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIssue Date.

Additional Subsidiary Guarantees. If, after the date of this Supplemental Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating CompanyCompany under a Credit Facility, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers under a Credit Facility or incurs any Indebtedness under any of the Credit FacilitiesFacility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A Exhibit C hereto and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Supplemental Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it 5.13 shall be automatically and unconditionally released upon subject to the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeand other provisions under Article 11 hereof.

Additional Subsidiary Guarantees. If(a) The Company covenants and agrees that, if at any time after the date of this Indenture, hereof (i) any Restricted Subsidiary of the Company that is incorporated, formed or acquired under the laws of Argentina, Brazil, Mexico Puerto Rico or Venezuela (provided such Venezuelan Subsidiary represents greater than 10% of Consolidated Adjusted EBITDA of the Company), other than an Unlevered Subsidiary, or (ii) any Venezuelan Subsidiary represents greater than 10% of Consolidated Adjusted EBITDA of the Company, and in respect to any such Subsidiary in clauses (i) and (ii), such Subsidiary is not already prevented from becoming a Subsidiary Guarantor guarantees any other Indebtedness because of either of the Issuers or any Indebtedness of the Operating Company, local laws or the Operating Companyexistence of minority shareholders (a “Non-Guarantor Restricted Subsidiary”), if not then a the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Subsidiary (an “Additional Subsidiary Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will ”) concurrently to become a Subsidiary Guarantor on a general unsecured senior basis (promptly following the determination in accordance with the terms of this Indenture that such Subsidiary is a Subsidiary Guarantor) by executing a supplemental indenture substantially in the form of Annex A Exhibit E hereto and delivering it to providing the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any an Officers’ Certificate or Opinion and to comply in all respects with the provisions of Counsel required by Section 9.06this Indenture and the Notes, as applicable; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any each Additional Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall Guarantor will be automatically and unconditionally released upon and discharged from its obligations under such additional note guarantee (“Additional Note Guarantee”) only in accordance with Section 10.2; and provided further that no Officers’ Certificate shall be required solely pursuant to this Section 10.5(a) on the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIssue Date.

Additional Subsidiary Guarantees. IfIf any of the Company's Domestic Subsidiaries, including any Domestic Subsidiary that the Company or any of its Subsidiaries may organize, acquire or otherwise invest in after the date of this Indenturehereof, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of or becomes otherwise obligated under the Issuers or any Indebtedness of the Operating Company, Senior Revolving Credit Facility or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit FacilitiesExisting Notes, then in either case that such Domestic Subsidiary will become a Guarantor by executing shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Annex A hereto and delivering it reasonably satisfactory to the Trustee within ten Business Days pursuant to which such Domestic Subsidiary shall unconditionally guarantee all of the date Issuers' obligations under the Securities and this Indenture on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or terms set forth in Article XV and (ii) deliver to the Trustee an Opinion of Counsel required that such supplemental indenture has been duly authorized, executed and delivered by Section 9.06such Domestic Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Subsidiary. Thereafter, such Domestic Subsidiary shall be a Guarantor for all purposes hereof; provided, however, that to the preceding extent that a Domestic Subsidiary is subject to any instrument governing Acquired Debt, as in effect at the time of acquisition thereof, that prohibits such Domestic Subsidiary from issuing a Guarantee, such Domestic Subsidiary shall not apply be required to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue execute such a supplemental indenture until it is permitted to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary issue such Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result the terms of its guarantee of such Acquired Debt; provided, further, however, that any Indebtedness shall provide by its terms that it such Guarantee shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeprovided under Section 1504 hereof.

Additional Subsidiary Guarantees. If, after the date of this Indenture, If any Restricted Subsidiary of the Company that is not already a Subsidiary Guarantor (including any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating CompanyCompany or any other Subsidiary, or if the Operating Company, if not then a Subsidiary Guarantor, guarantees any other Indebtedness of either of the Issuers or any other Subsidiary or incurs any Indebtedness under any of the Credit FacilitiesFacility, then then, in either case that each such case, such Subsidiary will must become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it an Opinion of Counsel to the Trustee pursuant to Section 7.02(b) within ten Business Days 30 days of the date on which it guaranteed became a Restricted Subsidiary or incurred such Indebtednessother guarantee was executed or such Indebtedness incurred, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariesapplicable. Notwithstanding the preceding, (i) any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that which resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeguarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with this Indenture.

Additional Subsidiary Guarantees. IfIf (i) the Company or any of its Restricted Subsidiaries acquires or creates a North American Restricted Subsidiary, other than a Non-Guarantor Restricted Subsidiary, after the date Issue Date or (ii) the aggregate amount of this Indentureassets held by all Non-Guarantor Restricted Subsidiaries exceeds US$3.0 million, any Restricted Subsidiary then that newly acquired or created Subsidiary, in the case of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Companyclause (i), or the Operating Company, if not then will become a Guarantor, guarantees any other Indebtedness and in the case of either clause (ii), such of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary Non-Guarantor Restricted Subsidiaries will become a Guarantor by executing as is necessary so that after giving effect to the issuance of such guarantees, the remaining Non-Guarantor Restricted Subsidiaries will have aggregate assets of less than US$3.0 million. In each case, such Restricted Subsidiary shall execute a guarantee and supplemental indenture substantially in the form of Annex A Exhibit E and Exhibit F hereto and delivering it deliver to the Trustee an Opinion of Counsel within ten 10 Business Days of the date on which it guaranteed was acquired or incurred such Indebtednesscreated, or required to become a Guarantor, as the case may be, together with any Officers’ Certificate or Opinion to the effect that such supplemental indenture has been duly authorized and constitutes a valid, binding and enforceable obligation of Counsel required by Section 9.06such Restricted Subsidiary; provided, however, that the preceding shall not apply to all Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant Subsidiaries will not have to comply with this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee4.16.

Additional Subsidiary Guarantees. IfIf the Company or any of its Restricted Subsidiaries acquires, creates or designates another United States Restricted Subsidiary, then such newly acquired, created or designated Restricted Subsidiary shall, within 30 days after the date of this Indentureits acquisition, any Restricted Subsidiary of creation or designation, whichever is later, (i) execute and deliver to the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will become a Guarantor by executing Trustee a supplemental indenture substantially in the form of Annex A hereto and delivering it reasonably satisfactory to the Trustee within ten Business Days pursuant to which such Subsidiary shall unconditionally guarantee all of the date Company's obligations under the Securities and this Indenture on which it guaranteed the terms set forth in this Indenture and (ii) deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary, subject to normal exceptions, provided that if such Subsidiary (a) is not incorporated or incurred such Indebtedness------------- organized in the State of New York or the State of Xxxx xxxx and (b) is not a significant Subsidiary (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that this determination shall be made by -------- ------- reference to the preceding shall not apply to Subsidiaries most recent pro forma xxxxxxx dated financial statements of the Company that have properly been designated filed under the Exchange Act, as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariespermitted by Rule 3-05(b)(3) of Regulation S-X), of the Company, such opinion of counsel may assume due authorization, execution and delivery of such supplemental indenture. Notwithstanding the precedingThereafter, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it such Subsid iary shall be automatically and unconditionally released upon the release or discharge a Guarantor for all purposes of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteethis In denture.

Additional Subsidiary Guarantees. If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of any Guarantor in excess of the Operating CompanyDe Minimis Guaranteed Amount, or the Operating Companyany Domestic Subsidiary, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will shall become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten 30 Business Days of the date on which it guaranteed or incurred such 61 Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of either of the guarantee that resulted in the creation Issuers and any Indebtedness of such Restricted Subsidiary’s Subsidiary Guarantee, any other Guarantor (except a discharge or release by, or as a result of payment under, under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be released in accordance with Article 10.

Additional Subsidiary Guarantees. If, after the date of this Indenture, If any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that such Subsidiary will become a Guarantor by executing shall (i) execute a supplemental indenture substantially in the form of Annex A Exhibit E hereto providing that such Subsidiary shall become a Guarantor under this Indenture and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or (ii) deliver an Opinion of Counsel required to the effect that such supplemental indenture has been duly authorized and executed by Section 9.06such Subsidiary; and upon (x) the release by the lenders of all guarantees of a Guarantor guaranteeing, and all Liens on the property and assets of such Guarantor securing, Indebtedness of the Company, or (y) a sale or other disposition, whether in one or a series of related transactions, of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition, whether in one or a series of related transactions, of all of the Capital Stock of any Guarantor in compliance herewith to any entity that is not the Company or a Subsidiary, then such Guarantor and such acquiring, resulting, surviving or transferee Person will be released and relieved of any obligations under any Subsidiary Guarantee; provided, however, that any such termination shall occur only to the preceding shall not apply to Subsidiaries extent that all obligations of such Guarantor under such Indebtedness and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, Indebtedness of the Company shall also terminate upon such release, sale or transfer and, in the event of any sale or other disposition, delivery of an officer's certificate to the Trustee that have properly been designated as Unrestricted Subsidiaries the Net Proceeds of such sale or other disposition will be applied in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeprovisions hereof.

Additional Subsidiary Guarantees. If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any 49 Indebtedness of the Operating Companyany Guarantor, or the Operating Companyany Domestic Subsidiary, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten twenty Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. IfIf any of the Company’s Domestic Subsidiaries, including any Domestic Subsidiary that the Company or any of its Subsidiaries may organize, acquire or otherwise invest in after the date of this Indenturehereof, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of or becomes otherwise obligated under the Issuers or any Indebtedness of the Operating Company, Senior Revolving Credit Facility or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit FacilitiesExisting Notes, then in either case that such Domestic Subsidiary will become a Guarantor by executing shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Annex A hereto and delivering it reasonably satisfactory to the Trustee within ten Business Days pursuant to which such Domestic Subsidiary shall unconditionally guarantee all of the date Issuers’ obligations under the Securities and this Indenture on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or terms set forth in Article XV and (ii) deliver to the Trustee an Opinion of Counsel required that such supplemental indenture has been duly authorized, executed and delivered by Section 9.06such Domestic Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Subsidiary. Thereafter, such Domestic Subsidiary shall be a Guarantor for all purposes hereof; provided, however, that to the preceding extent that a Domestic Subsidiary is subject to any instrument governing Acquired Debt, as in effect at the time of acquisition thereof, that prohibits such Domestic Subsidiary from issuing a Guarantee, such Domestic Subsidiary shall not apply be required to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue execute such a supplemental indenture until it is permitted to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary issue such Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result the terms of its guarantee of such Acquired Debt; provided, further, however, that any Indebtedness shall provide by its terms that it such Guarantee shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeprovided under Section 1504 hereof.

Additional Subsidiary Guarantees. IfIf (i) the Company or any of its Restricted Subsidiaries acquires or creates another North American Restricted Subsidiary, other than a Non-Guarantor Restricted Subsidiary, after March 3, 2004 or (ii) the date aggregate amount of this Indentureassets held by all Non-Guarantor Restricted Subsidiaries exceeds US$3.0 million, any Restricted Subsidiary then that newly acquired or created Subsidiary, in the case of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Companyclause (i), or the Operating Company, if not then will become a Guarantor, guarantees any other Indebtedness and in the case of either clause (ii), such of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary Non-Guarantor Restricted Subsidiaries will become a Guarantor by executing as is necessary so that after giving effect to the issuance of such guarantees, the remaining Non-Guarantor Restricted Subsidiaries will have aggregate assets of less than US$3.0 million. In each case, such Restricted Subsidiary shall execute a supplemental indenture substantially in the form of Annex A Exhibit F hereto and delivering it deliver to the Trustee an Opinion of Counsel within ten 10 Business Days of the date on which it guaranteed was acquired or incurred such Indebtednesscreated, or required to become a Guarantor, as the case may be, together with any Officers’ Certificate or Opinion to the effect that such supplemental indenture has been duly authorized and constitutes a valid, binding and enforceable obligation of Counsel required by Section 9.06such Restricted Subsidiary; provided, however, that the preceding shall not apply to all Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant Subsidiaries will not have to comply with this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee4.16.

Additional Subsidiary Guarantees. If110 If the Company or any of its Restricted Subsidiaries acquires, creates or designates another United States Restricted Subsidiary, then such newly acquired, created or designated Restricted Subsidiary shall, within 30 days after the date of this Indentureits acquisition, any Restricted Subsidiary of creation or designation, whichever is later, (i) execute and deliver to the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will become a Guarantor by executing Trustee a supplemental indenture substantially in the form of Annex A hereto and delivering it reasonably satisfactory to the Trustee within ten Business Days pursuant to which such Subsidiary shall unconditionally guarantee all of the date Company's obligations under the Securities and this Indenture on which it guaranteed the terms set forth in this Indenture and (ii) deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary, subject to normal exceptions, provided that if such Subsidiary (a) is not incorporated or incurred such Indebtedness-------- ---- organized in the State of New York or the State of Delaware and (b) is not a significant Subsidiary (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that this determination shall be made by -------- ------- reference to the preceding shall not apply to Subsidiaries most recent pro forma consolidated financial statements of the Company that have properly been designated filed under the Exchange Act, as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariespermitted by Rule 3-05(b)(3) of Regulation S-X), of the Company, such opinion of counsel may assume due authorization, execution and delivery of such supplemental indenture. Notwithstanding the precedingThereafter, any such Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge a Guarantor for all purposes of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteethis Indenture.

Additional Subsidiary Guarantees. If, after the date of this Supplemental Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating CompanyCompany under a Credit Facility, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers under a Credit Facility or incurs any Indebtedness under any of the Credit FacilitiesFacility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A Exhibit C hereto and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it 5.13 shall be automatically and unconditionally released upon subject to the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeand other provisions under Article 11 hereof.

Additional Subsidiary Guarantees. If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its a guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee or repayment of the Indebtedness that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeGuarantee.

Additional Subsidiary Guarantees. IfThe Company shall cause each Wholly-Owned Subsidiary (other than any Excluded Subsidiary) that is formed or acquired following the Issue Date to execute and deliver to the Trustee a supplemental indenture substantially in the form of Annex A to this Indenture within 60 days of such formation or acquisition pursuant to which such Restricted Subsidiary shall fully and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under this Indenture and the other Note Documents, on the terms set forth in Article 10; provided that if, notwithstanding the foregoing, after the date of this IndentureIssue Date, any Restricted Subsidiary of the Company (regardless of whether such Restricted Subsidiary is an Excluded Subsidiary) that is not already a Guarantor or an Issuer guarantees (or is a co-borrower, co-issuer or co-direct obligor of) any other Indebtedness of either of the Issuers any Issuer or any Indebtedness of the Operating Company, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that such Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any an Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this the Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If, after the date of this Indenture, If any Restricted Subsidiary of the Company that is not already a Guarantor other than the Original Guarantors guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating CompanyCompany then such Subsidiary shall, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will become a Guarantor by executing (i) execute a supplemental indenture substantially in the form of Annex A Exhibit E hereto providing that such Subsidiary shall become a Guarantor under this Indenture and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or (ii) deliver an Opinion of Counsel required to the effect that such supplemental indenture has been duly authorized and executed by Section 9.06such Subsidiary; and upon (x) the release by the lenders of all guarantees of a Guarantor guaranteeing, and all Liens on the property and assets of such Guarantor securing, Indebtedness of the Company, or (y) a sale or other disposition, whether in one or a series of related transactions, of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition, whether in one or a series of related transactions, of all of the Capital Stock of any Guarantor in compliance herewith to any entity that is not the Company or a Subsidiary, then such Guarantor and such acquiring, resulting, surviving or transferee Person will be released and relieved of any obligations under any Subsidiary Guarantee; provided, however, that any such termination shall occur only to the preceding shall not apply to Subsidiaries extent that all obligations of such Guarantor under such Indebtedness and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, Indebtedness of the Company shall also terminate upon such release, sale or transfer and, in the event of any sale or other disposition, delivery of an officer's certificate to the Trustee that have properly been designated as Unrestricted Subsidiaries the Net Proceeds of such sale or other disposition will be applied in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeprovisions hereof.

Additional Subsidiary Guarantees. If, If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of this First Supplemental Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to excluding all Subsidiaries of the Company that have been properly been designated as Unrestricted Subsidiaries in accordance with this First Supplemental Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding , then that newly acquired or created Domestic Subsidiary shall become a Subsidiary Guarantor and execute a supplemental Indenture and deliver an opinion of counsel satisfactory to the precedingTrustee within 10 Business Days of the date on which it was acquired or created; provided, any however, that if a Subsidiary Guarantee of the Company that is not a Restricted Guarantor guarantees the Indebtedness of the Company or a Subsidiary that was incurred pursuant to this Section 4.13 as Guarantor, such guarantee may be on a result of its guarantee of senior basis if the Indebtedness being guaranteed is Senior Indebtedness, but otherwise shall be pari passu with any Indebtedness shall provide by its terms being guaranteed that it is pari passu with the Notes, or shall be automatically and unconditionally released upon on a subordinated basis if the release or discharge of Indebtedness being guaranteed is subordinated to the Notes, in which event such guarantee that resulted in shall be subordinated at least to the creation of such Restricted Subsidiary’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteesame extent the Indebtedness being guaranteed is subordinated to the Notes.

Additional Subsidiary Guarantees. If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of any Guarantor in excess of the Operating CompanyDe Minimis Guaranteed Amount, or the Operating Companyany Domestic Subsidiary, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that Subsidiary will shall become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten 30 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of either of the guarantee that resulted in the creation Issuers and any Indebtedness of such Restricted Subsidiary’s Subsidiary Guarantee, any other Guarantor (except a discharge or release by, or as a result of payment under, under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be released in accordance with Article 10.