Pursuant to its Guarantee Obligations, the Company will provide a full and unconditional guarantee of the notes and all of BFI's obligations under the Indenture; however, none of the Company's subsidiaries has guaranteed or otherwise become obligated with respect to the notes, other than BFI. Accordingly, the Company's ability to satisfy its Guarantee Obligations, including its right to receive assets from any of its subsidiaries upon such subsidiary's bankruptcy, liquidation or reorganization, and the right of holders of the notes to

place in these assets, is effectively subordinated to

The Company conducts a significant amount of its operations through subsidiaries. Although the notes are senior obligations of the Company (pursuant to its Guarantee Obligations), they are effectively subordinated to all existing and future liabilities of BFI's subsidiaries, and the Company's guarantee of the notes is effectively subordinated to all existing and future liabilities of the Company's subsidiaries (other than the senior obligations of BFI and the indebtedness of other subsidiaries that is guaranteed by the Company on parity with the Company's guarantee of the notes offered hereby), including the Company's operating companies. The Indenture does not restrict the ability of the Company's subsidiaries (including BFI) to incur additional indebtedness. As the Company conducts a significant amount of its operations through subsidiaries, the Company's ability to pay the indebtedness owing by it under or in respect of the guarantee of the notes is dependent on dividends and other distributions it receives from subsidiaries and major investments. Certain of the instruments governing the indebtedness of the companies in which the Company has an investment may restrict the ability of such companies to pay dividends or make other payments on investments