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disposition does not violate the provisions set forth below under "—
Repurchase at the Option of
Noteholders—Asset Sales
";
(2)
in connection with any sale or other disposition of the Capital Stock of that Guarantor (whether by direct sale
or through a holding company) to a Person that is not (either before or after giving effect to such transaction)
the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate the
provisions set forth below under "—
Repurchase at the Option of Noteholders—Asset Sales
" and as a result of
such disposition such Guarantor ceases to be a Restricted Subsidiary of the Issuer;
(3)
if the Issuer designates such Guarantor (or any parent entity thereof) as an Unrestricted Subsidiary in
accordance with the applicable provisions of the Indenture;
(4)
upon repayment in full of the Notes or upon Legal Defeasance or Covenant Defeasance as described below
under the caption "—
Legal Defeasance and Covenant Defeasance
" or upon satisfaction and discharge of the
Indenture as described under the caption "—
Satisfaction and Discharge
";
(5)
upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or
is continuing;
(6)
as described under "—
Amendment, Supplement and Waiver
";
(7)
upon such Guarantor consolidating or amalgamating with, merging into or transferring all of its properties or
assets to the Issuer or another Guarantor, and as a result of, or in connection with, such transaction such
Guarantor dissolving or otherwise ceasing to exist; or
(8)
as described in the fourth paragraph of the covenant described below under "—
Certain Covenants—Limitation
on Guarantees of Indebtedness by Restricted Subsidiaries
”.
Additional Amounts
All payments made by or on behalf of the Issuer under or with respect to the Notes or any of the Guarantors with respect
to any Note Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any
present or future Taxes unless the withholding or deduction for, or on account of, such Taxes is then required by law. If
any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in
which the Issuer or any Guarantor is then incorporated, organized or resident for tax purposes or any political
subdivision thereof or therein or (2) any jurisdiction from or through which payment is made by or on behalf of the
Issuer or any Guarantor under or in respect of the Notes or Note Guarantees (including the jurisdiction of any Paying
Agent) or any political subdivision thereof or therein (each, a "
Tax Jurisdiction
") will at any time be required to be
made from any payments made by the Issuer under or with respect to the Notes or any of the Guarantors with respect to
any Note Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Issuer
or the relevant Guarantor, as applicable, will pay such additional amounts (the "
Additional Amounts
") as may be
necessary in order that the net amounts received in respect of such payments after such withholding or deduction
(including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that
would have been received in respect of such payments in the absence of such withholding or deduction;
provided
,
however
, that no Additional Amounts will be payable with respect to:
(1)
any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or
former connection between the holder or the beneficial owner of the Notes and the relevant Tax Jurisdiction
(including being a resident of such jurisdiction for Tax purposes), other than the mere holding of such Note,
the enforcement of rights under such Note or under a Note Guarantee or the receipt of any payments in respect
of such Note or a Note Guarantee;
(2)
any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where
presentation is required) more than 30 days after the relevant payment is first made available for payment to
the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note
been presented on the last day of such 30 day period);
(3)
any estate, inheritance, gift, sales, transfer, personal property or similar Taxes;
(4)
any Taxes withheld, deducted or imposed on a payment to an individual that are required to be made pursuant
to European Council Directive 2003/48/EC, or any law implementing or complying with or introduced in
order to conform to, such directive;
(5)
Taxes imposed on or with respect to a payment made to a holder or beneficial owner of Notes who would
have been able to avoid such withholding or deduction by presenting the relevant Notes to another Paying
Agent;
(6)
any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes
or with respect to any Note Guarantee;
