Common use of Additional Guarantors; Release of Guarantors and Collateral Clause in Contracts

Additional Guarantors; Release of Guarantors and Collateral. (1) If, at any time after the Effective Date, (x) the U.S. Borrower (directly or indirectly) acquires, establishes or creates any Wholly-Owned Subsidiary that is a Look-Through Subsidiary (or in the circumstances contemplated by Section 10.14, any other Wholly-Owned Foreign Subsidiary), or (y) any Subsidiary of the U.S. Borrower guaranties the obligations of the U.S. Borrower under the Senior Notes or under any other Indebtedness of the U.S. Borrower, such Subsidiary shall be required in accordance with the requirements of Section 10.15(c) (I) to become a Guarantor and (II) to the extent that such Subsidiary is a Wholly-Owned Subsidiary and a Look-Through Subsidiary to become a Pledgor for the purpose of pledging the capital stock or the equity interests of each Subsidiary of such Pledgor that is a Wholly-Owned Subsidiary and Look-Through Subsidiary (subject to the limitations set forth below and in the Pledge and Security Agreement); provided, however, that the requirements of this clause (II) shall not apply to any Subsidiary so long as such Subsidiary does not own equity interests in any other Person that are required under the Credit Documents to be pledged. (2) Notwithstanding anything to the contrary contained above in this Section 10.15(a) or anything else in this Agreement or in any other Credit Document, (I) no Subsidiary of the U.S. Borrower shall be required to become a Guarantor or Pledgor, (II) in the event that any Subsidiary of the U.S. Borrower is a Guarantor or Pledgor, such Subsidiary may be released from its obligations under the Subsidiaries Guaranty and the Pledge and Security Agreement, as applicable, upon notice by the U.S. Borrower to the Administrative Agent (so long as, in the case of a Subsidiaries Guaranty delivered pursuant to clause (y) of Section 10.15(a)(1), such Subsidiary is simultaneously released from all guaranties of Indebtedness of the U.S. Borrower), and (III) no capital stock or other equity of a Subsidiary of the U.S. Borrower shall be required to be pledged under the Pledge and Security Agreement (or, in the case of clause (v) below, be required to be pledged until accepted by the Administrative Agent) and, to the extent theretofore pledged, may be released from the Pledge and Security Agreement upon notice by the U.S. Borrower to the Collateral Agent, in each case under one or more of the following circumstances: (i) with respect to clauses (I), (II) and (III) above, such Subsidiary’s only assets consist of $5,000 or less in cash; (ii) with respect to clauses (I) and (II) above only, such Subsidiary, or the direct or indirect parent company or general partner of such Subsidiary whose only significant asset (in each case) is the equity ownership of such Subsidiary (or the direct or indirect parent company of such Subsidiary), enters into (or is a party to) a material contract pursuant to a transaction otherwise permitted under this Agreement and the terms of which prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement (and from becoming a guarantor under the Senior Notes or other Indebtedness other than Indebtedness incurred under such material contract); (iii) with respect to clauses (I), (II) and (III) above, the terms of an applicable Requirement of Law prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement or prohibits or restricts the capital stock or other equity of such Subsidiary from being pledged under the Pledge and Security Agreement (as opposed to restricting or prohibiting the ability of the Collateral Agent to exercise remedies with respect to such pledge); provided, however, that (x) the U.S. Borrower or the applicable Subsidiary shall have exercised commercially reasonable efforts to provide the pledge and/or guaranty contemplated hereby while complying with such Requirement of Law and (y) the failure to comply with such Requirement of Law would present a risk of material forfeiture or liability for the U.S. Borrower or the applicable Subsidiary or personal liability for any director or officer of the U.S. Borrower or the applicable Subsidiary or the Administrative Agent otherwise determines that compliance with such Requirement of Law is advisable and provided, further, however, that this clause (iii) shall not apply to actions by a Domestic Subsidiary other than the pledge by a Domestic Subsidiary of equity of a Foreign Subsidiary that is restricted by a Requirement of Law other than a Requirement of Law of the United States or any political subdivision thereof; (iv) with respect to clause (III) above only, such Subsidiary, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, enters into (or is a party to) a material contract pursuant to a transaction otherwise permitted under this Agreement and the terms of which prohibit or restrict the capital stock or other equity of such Subsidiary from being pledged under the Pledge and Security Agreement (as opposed to restricting or prohibiting the ability of the Collateral Agent to exercise remedies with respect to such pledge); or (v) with respect to any pledge of any interest in a Foreign Subsidiary, the Administrative Agent shall have determined in its sole discretion that the pledge pursuant to the Pledge and Security Agreement may expose any Lender to liability (but only for so long as the Administrative Agent shall have so determined), in which case the U.S. Borrower shall, if requested by the Administrative Agent at any time, promptly (and in any event within 20 Business Days) cause the applicable Pledgor to pledge such interests pursuant to a pledge and security agreement the terms of which (A) would not, in the Administrative Agent’s sole discretion, result in any such liability and (B) are no less favorable to the U.S. Borrower or any of its Subsidiaries as are the terms of the Pledge and Security Agreement. (1) Each Wholly-Owned Subsidiary of the U.S. Borrower that is a Look-Through Subsidiary that is not a party to the Subsidiaries Guaranty and the Pledge and Security Agreement (or has been released from its obligations under the Subsidiaries Guaranty and/or the Pledge and Security Agreement) because of the restrictions described in Part III of Schedule IV or under the circumstances described in Section 10.15(a), (2) shall be required in accordance with the requirements of Section 10.15(c), following the termination of such restrictions (unless new restrictions are imposed under a material contract entered into pursuant to a transaction otherwise permitted under this Agreement) or acquiring assets (including additional cash) in addition to at least $5,000 in cash (i) to become a Guarantor and (ii) to the extent that such Subsidiary is a Look-Through Subsidiary, to become a Pledgor; provided, however, that the requirements of this clause (ii) shall not apply to any Subsidiary so long as such Subsidiary does not own equity interests in any other Person that are required under this Agreement to be pledged. (2) The capital stock or other equity of each Subsidiary of the U.S. Borrower that has not been pledged under the Pledge and Security Agreement (or has been released from the Pledge and Security Agreement) because of the restrictions described in Part III of Schedule IV or under the circumstances described in Section 10.15(a)(2) shall be required in accordance with the requirements of Section 10.15(c), following the termination of such restrictions (unless new restrictions are imposed under a material contract entered into pursuant to a transaction otherwise permitted under this Agreement) or such Subsidiary acquiring assets (including additional cash) in addition to at least $5,000 in cash, to be pledged pursuant to (and to the extent required by) the Pledge and Security Agreement. (c) Each Subsidiary required to become a Guarantor or Pledgor or to pledge additional equity interests pursuant to the preceding Sections 10.15(a) and (b) shall (i) no later than the time of required delivery of the compliance certificate pursuant to Section 10.11(d) relating to the fiscal quarter during which such guaranty or pledge requirements became effective, become a Pledgor, provide a pledge of additional equity interests in or become a Guarantor, as applicable, by executing and delivering counterparts to the Subsidiaries Guaranty or Pledge and Security Agreement, as applicable, (ii) promptly thereafter (or such other time as is specified in Section 15(d) of the Pledge and Security Agreement with respect to delivery of the Partnership/LLC Notice and Pledge Acknowledgment referred to therein) in the case of the execution of any counterpart to the Pledge and Security Agreement or the pledge of any additional equity interests pursuant to Section 10.15(b)(2), cause to be executed and delivered all other relevant documentation necessary or appropriate to perfect the security interest granted by such Pledgor pursuant to the Pledge and Security Agreement, with all such actions to be taken to the reasonable satisfaction of the Administrative Agent, and (iii) unless the Administrative Agent otherwise agrees in writing, deliver, no later than the time of required delivery of the compliance certificate pursuant to Section 10.11(d) relating to the subsequent fiscal quarter (or year end, as applicable) opinions of counsel of the type described in Section 6 as if such Subsidiary were a Credit Party on the Effective Date. (d) Except as otherwise set forth in this Section 10.15(d), upon the written request to the Administrative Agent, the Collateral consisting of Pledged Securities pledged pursuant to the Pledge and Security Agreement (the “Stock Collateral”) shall be released, and the requirements of Sections 10.14 and 10.15(a), (b) and (c) and the related provisions of the Pledge and Security Agreement shall cease to be in effect to the extent they relate to pledges but shall continue to be effective with respect to guarantees, if all of the following conditions have been satisfied on or prior to the date of release (the “Collateral Release Date”): (i) for the two most recent consecutive fiscal quarters of the U.S. Borrower ending prior to the Collateral Release Date (which may include fiscal quarters ending after December 2004) the Leverage Ratio is less than 6:00:1.00, (ii) no Default or Event of Default shall have occurred on or prior to and be continuing on the Collateral Release Date, (iii) the U.S. Borrower shall have delivered to the Administrative Agent at least 15 Business Days prior to the Collateral Release Date a request to release Pledged Collateral, which request shall (x) specify the proposed Collateral Release Date, (y) if not already provided, provide financial statements pursuant to Section 10.11 for such fiscal quarters, and (z) contain a certification of an Authorized Financial Officer that the conditions to release of Stock Collateral have been satisfied (and providing a computation of the Leverage Ratio demonstrating such compliance), and (iv) all Stock Collateral being released shall also be released as collateral for the U.S. Borrower’s obligations under the Governing Senior Note Indenture; provided, however, that in the event the Leverage Ratio equals or exceeds 6:00 to 1:00 at any time after the Collateral Release Date for a period of two consecutive fiscal quarters (a “Reinstatement Event”), the security interest in all such released Pledged Collateral shall be recreated within 30 days, and the requirements of Sections 10.14 and 10.15(a), (b) and (c) shall thereafter once again be in effect. The Collateral Agent shall promptly execute such documents and take such other actions as the U.S. Borrower may reasonably request to evidence any release of the Stock Collateral pursuant to this Section 10.15(d). Notwithstanding anything to the contrary in this Section 10.15(d), the U.S. Borrower shall have the option to defer the release of the Stock Collateral on the Collateral Release Date while causing the provisions of Sections 10.14 and 10.15(a), (b) and (c) and the related provisions of the Pledge and Security Agreement that require pledges in respect of newly-formed or newly-acquired Subsidiaries to cease to be effective on the Collateral Release Date. The Lenders agree that, by notice dated September 20, 2005, to Deutsche Bank Trust Company Americas, as the administrative agent under the Original Credit Agreement, the conditions set forth in the first sentence of this clause (d) were satisfied prior to the Effective Date with respect to the fiscal quarters of the U.S. Borrower ended March 25, 2005 and June 17, 2005, and the U.S. Borrower invoked the provisions of the prior sentence of this clause (d) with the effect that such provisions shall continue to be in effect until such time as such Reinstatement Event occurs. Not later than 30 days following the occurrence of a Reinstatement Event, all representations and warranties set forth in Section 8.11 and the Pledge and Security Agreement relating to the Pledge and Security Agreement Requirement shall be satisfied. (e) Notwithstanding the last sentence of Sections 2.01(a) and 2.01(b) or Section 15.01, with respect to Canadian Borrowers that are not Look-Through Subsidiaries, if after the date hereof such Canadian Borrower is no longer party to a material contract that prohibits such Canadian Borrower from providing a joint and several guarantee of the Obligations of each Canadian Borrower under this Agreement, such Canadian Borrower shall enter into and deliver a joint and several guarantee of each Canadian Borrower’s Obligations under this Agreement (but excluding any Obligations arising under the Subsidiaries Guaranty or Pledge and Security Agreement) pursuant to an agreement reasonably satisfactory to the Administrative Agent within 30 days after the termination of such contractual restrictions, together with such legal opinions and certificates as the Administrative Agent may reasonably request.

Additional Guarantors; Release of Guarantors and Collateral. (1) If, at any time after the Effective Date, (x) the U.S. Borrower (directly or indirectly) acquires, establishes or creates any Wholly-Owned Subsidiary that is a Look-Through Subsidiary (or in the circumstances contemplated by Section 10.14, any other Wholly-Owned Foreign Subsidiary), or (y) any Subsidiary of the U.S. Borrower guaranties the obligations of the U.S. Borrower under the Senior Notes or under any other Indebtedness of the U.S. Borrower, such Subsidiary shall be required in accordance with the requirements of Section 10.15(c) (I) to become a Guarantor and (II) to the extent that such Subsidiary is a Wholly-Owned Subsidiary and a Look-Through Subsidiary to become a Pledgor for the purpose of pledging the capital stock or the equity interests of each Subsidiary of such Pledgor that is a Wholly-Owned Subsidiary and Look-Through Subsidiary (subject to the limitations set forth below and in the Pledge and Security Agreement); provided, however, that the requirements of this clause (II) shall not apply to any Subsidiary so long as such Subsidiary does not own equity interests in any other Person that are required under the Credit Documents to be pledged. (2) Notwithstanding anything to the contrary contained above in this Section 10.15(a) or anything else in this Agreement or in any other Credit Document, (I) no Subsidiary of the U.S. Borrower shall be required to become a Guarantor or Pledgor, (II) in the event that any Subsidiary of the U.S. Borrower is a Guarantor or Pledgor, such Subsidiary may be released from its obligations under the Subsidiaries Guaranty and the Pledge and Security Agreement, as applicable, upon notice by the U.S. Borrower to the Administrative Agent (so long as, in the case of a Subsidiaries Guaranty delivered pursuant to clause (y) of Section 10.15(a)(1), such Subsidiary is simultaneously released from all guaranties of Indebtedness of the U.S. Borrower), and (III) no capital stock or other equity of a Subsidiary of the U.S. Borrower shall be required to be pledged under the Pledge and Security Agreement (or, in the case of clause (viv) below, be required to be pledged until accepted by the Administrative Agent) and, to the extent theretofore pledged, may be released from the Pledge and Security Agreement upon notice by the U.S. Borrower to the Collateral Agent, in each case under one or more of the following circumstances: (i) with respect to clauses (I), (II) and (III) above, such Subsidiary’s only assets consist of $5,000 or less in cash; (ii) with respect to clauses (I) and (II) above only, such Subsidiary, or the direct or indirect parent company or general partner of such Subsidiary whose only significant asset (in each case) is the equity ownership of such Subsidiary (or the direct or indirect parent company of such Subsidiary), enters into (or is a party to) a material contract pursuant to a transaction otherwise permitted under this Agreement and the terms of which prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement (and from becoming a guarantor under the Senior Notes or other Indebtedness other than Indebtedness incurred under such material contract); (iii) with respect to clauses (I), (II) and (III) above, the terms of an applicable Requirement of Law prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement or prohibits or restricts the capital stock or other equity of such Subsidiary from being pledged under the Pledge and Security Agreement (as opposed to restricting or prohibiting the ability of the Collateral Agent to exercise remedies with respect to such pledge); provided, however, that (x) the U.S. Borrower or the applicable Subsidiary shall have exercised commercially reasonable efforts to provide the pledge and/or guaranty contemplated hereby while complying with such Requirement of Law and (y) the failure to comply with such Requirement of Law would present a risk of material forfeiture or liability for the U.S. Borrower or the applicable Subsidiary or personal liability for any director or officer of the U.S. Borrower or the applicable Subsidiary or the Administrative Agent otherwise determines that compliance with such Requirement of Law is advisable and provided, further, however, that this clause (iii) shall not apply to actions by a Domestic Subsidiary other than the pledge by a Domestic Subsidiary of equity of a Foreign Subsidiary that is restricted by a Requirement of Law other than a Requirement of Law of the United States or any political subdivision thereof; (iv) with respect to clause (III) above only, such Subsidiary, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, enters into (or is a party to) a material contract pursuant to a transaction otherwise permitted under this Agreement and the terms of which prohibit or restrict the capital stock or other equity of such Subsidiary from being pledged under the Pledge and Security Agreement (as opposed to restricting or prohibiting the ability of the Collateral Agent to exercise remedies with respect to such pledge); or (viv) with respect to any pledge of any interest in a Foreign Subsidiary, the Administrative Agent shall have determined in its sole discretion that the pledge pursuant to the Pledge and Security Agreement may expose any Lender to liability (but only for so long as the Administrative Agent shall have so determined), in which case the U.S. Borrower shall, if requested by the Administrative Agent at any time, promptly (and in any event within 20 Business Days) cause the applicable Pledgor to pledge such interests pursuant to a pledge and security agreement the terms of which (A) would not, in the Administrative Agent’s sole discretion, result in any such liability and (B) are no less favorable to the U.S. Borrower or any of its Subsidiaries as are the terms of the Pledge and Security Agreement. (1) Each Wholly-Owned Subsidiary of the U.S. Borrower that is a Look-Through Subsidiary that is not a party to the Subsidiaries Guaranty and the Pledge and Security Agreement (or has been released from its obligations under the Subsidiaries Guaranty and/or the Pledge and Security Agreement) because of the restrictions described in Part III of Schedule IV or under the circumstances described in Section 10.15(a), (2) shall be required in accordance with the requirements of Section 10.15(c), following the termination of such restrictions (unless new restrictions are imposed under a material contract entered into pursuant to a transaction otherwise permitted under this Agreement) or acquiring assets (including additional cash) in addition to at least $5,000 in cash (i) to become a Guarantor and (ii) to the extent that such Subsidiary is a Look-Through Subsidiary, to become a Pledgor; provided, however, that the requirements of this clause (ii) shall not apply to any Subsidiary so long as such Subsidiary does not own equity interests in any other Person that are required under this Agreement to be pledged. (2) The capital stock or other equity of each Subsidiary of the U.S. Borrower that has not been pledged under the Pledge and Security Agreement (or has been released from the Pledge and Security Agreement) because of the restrictions described in Part III of Schedule IV or under the circumstances described in Section 10.15(a)(2Section10.15(a)(2) shall be required in accordance with the requirements of Section 10.15(c), following the termination of such restrictions (unless new restrictions are imposed under a material contract entered into pursuant to a transaction otherwise permitted under this Agreement) or such Subsidiary acquiring assets (including additional cash) in addition to at least $5,000 in cash, to be pledged pursuant to (and to the extent required by) the Pledge and Security Agreement. (c) Each Subsidiary required to become a Guarantor or Pledgor or to pledge additional equity interests pursuant to the preceding Sections 10.15(a) and (b) shall (i) promptly thereafter (but in no event later than 30 days after the time occurrence of required delivery of the compliance certificate pursuant to Section 10.11(dany event specified in such Sections) relating to the fiscal quarter during which such guaranty or pledge requirements became effective, become a Pledgor, provide a pledge of additional equity interests in or become a Guarantor, as applicable, by executing execute and delivering deliver counterparts to the Subsidiaries Guaranty or Pledge and Security Agreement, as applicable, (ii) promptly thereafter (or such other time as is specified in Section 15(d) of the Pledge and Security Agreement with respect to delivery of the Partnership/LLC Notice and Pledge Acknowledgment referred to therein) in the case of the execution of any counterpart to the Pledge and Security Agreement or the pledge of any additional equity interests pursuant to Section 10.15(b)(2), cause to be executed and delivered all other relevant documentation necessary or appropriate to perfect the security interest granted by such Pledgor pursuant to the Pledge and Security Agreement, with all such actions to be taken to the reasonable satisfaction of the Administrative Agent, and (iii) unless the Administrative Agent otherwise agrees in writing, deliver, no later than the time of required delivery of the compliance certificate pursuant to Section 10.11(d) relating to the subsequent fiscal quarter (or year end, as applicable) opinions of counsel of the type described in Section 6 as if such Subsidiary were a Credit Party on the Effective Date. (d) Except as otherwise set forth in this Section 10.15(d), upon the written request to the Administrative Agent, the Collateral consisting of Pledged Securities pledged pursuant to the Pledge and Security Agreement (the “Stock Collateral”) shall be released, and the requirements of Sections 10.14 and 10.15(a), (b) and (c) and the related provisions of the Pledge and Security Agreement shall cease to be in effect to the extent they relate to pledges but shall continue to be effective with respect to guarantees, if all of the following conditions have been satisfied on or prior to the date of release (the “Collateral Release Date”): (i) for the two most recent consecutive fiscal quarters of the U.S. Borrower ending prior to the Collateral Release Date (which may include fiscal quarters ending after December 2004) the Leverage Ratio is less than 6:00:1.00, (ii) no Default or Event of Default shall have occurred on or prior to and be continuing on the Collateral Release Date, (iii) the U.S. Borrower shall have delivered to the Administrative Agent at least 15 Business Days prior to the Collateral Release Date a request to release Pledged Collateral, which request shall (x) specify the proposed Collateral Release Date, (y) if not already provided, provide financial statements pursuant to Section 10.11 for such fiscal quarters, and (z) contain a certification of an Authorized Financial Officer that the conditions to release of Stock Collateral have been satisfied (and providing a computation of the Leverage Ratio demonstrating such compliance), and (iv) all Stock Collateral being released shall also be released as collateral for the U.S. Borrower’s obligations under the Governing Senior Note Indenture; provided, however, that in the event the Leverage Ratio equals or exceeds 6:00 to 1:00 at any time after the Collateral Release Date for a period of two consecutive fiscal quarters (a “Reinstatement Event”)quarters, the security interest in all such released Pledged Collateral shall be recreated within 30 days, and the requirements of Sections 10.14 and 10.15(a), (b) and (c) shall thereafter once again be in effect. The Collateral Agent shall promptly execute such documents and take such other actions as the U.S. Borrower may reasonably request to evidence any release of the Stock Collateral pursuant to this Section 10.15(d). Notwithstanding anything to the contrary in this Section 10.15(d), the U.S. Borrower shall have the option to defer the release of the Stock Collateral on the Collateral Release Date while causing the provisions of Sections 10.14 and 10.15(a), (b) and (c) and the related provisions of the Pledge and Security Agreement that require pledges in respect of newly-formed or newly-acquired Subsidiaries to cease to be effective on the Collateral Release Date. The Lenders agree that, by notice dated September 20, 2005, to Deutsche Bank Trust Company Americas, as the administrative agent under the Original Credit Agreement, the conditions set forth in the first sentence of this clause (d) were satisfied prior to the Effective Date with respect to the fiscal quarters of the U.S. Borrower ended March 25, 2005 and June 17, 2005, and the U.S. Borrower invoked the provisions of the prior sentence of this clause (d) with the effect that such provisions shall continue to be in effect until such time as such Reinstatement Event occurs. Not later than 30 days following the occurrence of a Reinstatement Event, all representations and warranties set forth in Section 8.11 and the Pledge and Security Agreement relating to the Pledge and Security Agreement Requirement shall be satisfied. (e) Notwithstanding the last sentence of Sections 2.01(a) and 2.01(b) or Section 15.01, with respect to Canadian Borrowers that are not Look-Through Subsidiaries, if after the date hereof such Canadian Borrower is no longer party to a material contract that prohibits such Canadian Borrower from providing a joint and several guarantee of the Obligations of each Canadian Borrower under this Agreement, such Canadian Borrower shall enter into and deliver a joint and several guarantee of each Canadian Borrower’s Obligations under this Agreement (but excluding any Obligations arising under the Subsidiaries Guaranty or Pledge and Security Agreement) pursuant to an agreement reasonably satisfactory to the Administrative Agent within 30 days after the termination of such contractual restrictions, together with such legal opinions and certificates as the Administrative Agent may reasonably request.

Additional Guarantors; Release of Guarantors and Collateral. (1) If, at any time after the Effective Date, (x) the U.S. Borrower (directly or indirectly) acquires, establishes or creates any Wholly-Owned Subsidiary that is a Look-Through Subsidiary (or in the circumstances contemplated by Section 10.14, any other Wholly-Owned Foreign Subsidiary), or (y) any Subsidiary of the U.S. Borrower guaranties the obligations of the U.S. Borrower under the Senior Notes or under any other Indebtedness of the U.S. Borrower, such Subsidiary shall be required in accordance with the requirements of Section 10.15(c) (I) to become a Guarantor and (II) to the extent that such Subsidiary is a Wholly-Owned Subsidiary and a Look-Through Subsidiary to become a Pledgor for the purpose of pledging the capital stock or the equity interests of each Subsidiary of such Pledgor that is a Wholly-Owned Subsidiary and Look-Through Subsidiary (subject to the limitations set forth below and in the Pledge and Security Agreement)Pledgor; provided, however, that the requirements of this clause (II) shall not apply to any Subsidiary so long as such Subsidiary does not own equity interests in any other Person that are required under the Credit Documents this Agreement to be pledged. (2) Notwithstanding anything to the contrary contained above in this Section 10.15(a) or anything else in this Agreement or in any other Credit Document, (I) no Subsidiary of the U.S. Borrower shall be required to become a Guarantor or Pledgor, (II) in the event that any Subsidiary of the U.S. Borrower is a Guarantor or Pledgor, such Subsidiary may be released from its obligations under the Subsidiaries Guaranty and the Pledge and Security Agreement, as applicable, upon notice by the U.S. Borrower to the Administrative Agent (so long as, in the case of a Subsidiaries Guaranty delivered pursuant to clause (y) of Section 10.15(a)(1), such Subsidiary is simultaneously released from all guaranties of Indebtedness of the U.S. Borrower), and (III) no capital stock or other equity of a Subsidiary of the U.S. Borrower shall be required to be pledged under the Pledge and Security Agreement (or, in the case of clause (v) below, be required to be pledged until accepted by the Administrative Agent) and, to the extent theretofore pledged, may be released from the Pledge and Security Agreement upon notice by the U.S. Borrower to the Collateral Agent, in each case under one or more of the following circumstances: (i) with respect to clauses (I), (II) and (III) above, such Subsidiary’s 's only assets consist of $5,000 or less in cash; (ii) with respect to clauses (I) and (II) above only, such Subsidiary, or the direct or indirect parent company or general partner of such Subsidiary whose only significant asset (in each case) is the equity ownership of such Subsidiary (or the direct or indirect parent company of such Subsidiary), enters into (or is a party to) a material contract pursuant to a transaction otherwise permitted under this Agreement and the terms of which prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement (and from becoming a guarantor under the Senior Notes or other Indebtedness other than Indebtedness incurred under such material contract);; or (iii) with respect to clauses (I), (II) and (III) above, the terms of an applicable Requirement of Law prohibit or restrict such Subsidiary from executing a counterpart of the Subsidiaries Guaranty and/or the Pledge and Security Agreement or prohibits or restricts the capital stock or other equity of such Subsidiary from being pledged under the Pledge and Security Agreement (as opposed to restricting or prohibiting the ability of the Collateral Agent to exercise remedies with respect to such pledge); provided, however, that (x) the U.S. Borrower or the applicable Subsidiary shall have exercised commercially reasonable efforts to provide the pledge and/or guaranty contemplated hereby while complying with such Requirement of Law and (y) the failure to comply with such Requirement of Law would present a risk of material forfeiture or liability for the U.S. Borrower or the applicable Subsidiary or personal liability for any director or officer of the U.S. Borrower or the applicable Subsidiary or the Administrative Agent otherwise determines that compliance with such Requirement of Law is advisable and provided, further, however, that this clause (iii) shall not apply to actions by a Domestic Subsidiary other than the pledge by a Domestic Subsidiary of equity of a Foreign Subsidiary that is restricted by a Requirement of Law other than a Requirement of Law of the United States or any political subdivision thereof; (iv) with respect to clause (III) above only, such Subsidiary, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, enters into (or is a party to) a material contract pursuant to a transaction otherwise permitted under this Agreement and the terms of which prohibit or restrict the capital stock or other equity of such Subsidiary from being pledged under the Pledge and Security Agreement (as opposed to restricting or prohibiting the ability of the Collateral Agent to exercise remedies with respect to such pledge); or (v) with respect to any pledge of any interest in a Foreign Subsidiary, the Administrative Agent shall have determined in its sole discretion that the pledge pursuant to the Pledge and Security Agreement may expose any Lender to liability (but only for so long as the Administrative Agent shall have so determined), in which case the U.S. Borrower shall, if requested by the Administrative Agent at any time, promptly (and in any event within 20 Business Days) cause the applicable Pledgor to pledge such interests pursuant to a pledge and security agreement the terms of which (A) would not, in the Administrative Agent’s sole discretion, result in any such liability and (B) are no less favorable to the U.S. Borrower or any of its Subsidiaries as are the terms of the Pledge and Security Agreement. (1) Each Wholly-Owned Subsidiary of the U.S. Borrower that is a Look-Through Subsidiary that is not a party to the Subsidiaries Guaranty and the Pledge and Security Agreement (or has been released from its obligations under the Subsidiaries Guaranty and/or the Pledge and Security Agreement) because of the restrictions described in Part III of Schedule IV or under the circumstances described in Section 10.15(a), (210.15(a)(2) shall be required in accordance with the requirements of Section 10.15(c), following the termination of such restrictions (unless new restrictions are imposed under a material contract entered into pursuant to a transaction otherwise permitted under this Agreement) or acquiring assets (including additional cash) in addition to at least $5,000 in cash (iI) to become a Guarantor and (iiII) to the extent that such Subsidiary is a Look-Through Subsidiary, to become a Pledgor; provided, however, that the requirements of this clause (iiII) shall not apply to any Subsidiary so long as such Subsidiary does not own equity interests in any other Person that are required under this Agreement to be pledged. (2) The capital stock or other equity of each Subsidiary of the U.S. Borrower that has not been pledged under the Pledge and Security Agreement (or has been released from the Pledge and Security Agreement) because of the restrictions described in Part III of Schedule IV or under the circumstances described in Section 10.15(a)(2) shall be required in accordance with the requirements of Section 10.15(c), following the termination of such restrictions (unless new restrictions are imposed under a material contract entered into pursuant to a transaction otherwise permitted under this Agreement) or such Subsidiary acquiring assets (including additional cash) in addition to at least $5,000 in cash, to be pledged pursuant to (and to the extent required by) the Pledge and Security Agreement. (c) Each Subsidiary required to become a Guarantor or Pledgor or to pledge additional equity interests pursuant to the preceding Sections 10.15(a) and (b) shall (i) promptly thereafter (but in no event later than 30 days after the time occurrence of required delivery of the compliance certificate pursuant to Section 10.11(dany event specified in such Sections) relating to the fiscal quarter during which such guaranty or pledge requirements became effective, become a Pledgor, provide a pledge of additional equity interests in or become a Guarantor, as applicable, by executing (i) execute and delivering deliver counterparts to the Subsidiaries Guaranty or Pledge and Security Agreement, as applicable, (ii) promptly thereafter (or such other time as is specified in Section 15(d) of the Pledge and Security Agreement with respect to delivery of the Partnership/LLC Notice and Pledge Acknowledgment referred to therein) in the case of the execution of any counterpart to the Pledge and Security Agreement or the pledge of any additional equity interests pursuant to Section 10.15(b)(2), cause to be executed and delivered all other relevant documentation necessary or appropriate to perfect the security interest granted by such Pledgor pursuant to the Pledge and Security Agreement, with all such actions to be taken to the reasonable satisfaction of the Administrative Agent, and (iii) unless the Administrative Agent otherwise agrees in writing, deliver, no later than the time of required delivery of the compliance certificate pursuant to Section 10.11(d) relating to the subsequent fiscal quarter (or year end, as applicable) opinions of counsel of the type described in Section 6 as if such Subsidiary were a Credit Party on the Effective Date. (d) Except as otherwise set forth in this Section 10.15(d), upon the written request to the Administrative Agent, the Collateral consisting of Pledged Securities pledged pursuant to the Pledge and Security Agreement (the “"Stock Collateral”") shall be released, and the requirements of Sections 10.14 and 10.15(a), (b) and (c) and the related provisions of the Pledge and Security Agreement shall cease to be in effect to the extent they relate to pledges but shall continue to be effective with respect to guarantees, if all of the following conditions have been satisfied on or prior to the date of release (the “"Collateral Release Date”"): (i) for the two most recent consecutive fiscal quarters of the U.S. Borrower ending prior to the Collateral Release Date (which may include fiscal quarters ending after December 2004) the Leverage Ratio is less than 6:00:1.00, (ii) no Default or Event of Default shall have occurred on or prior to and be continuing on the Collateral Release Date, (iii) the U.S. Borrower shall have delivered to the Administrative Agent at least 15 Business Days prior to the Collateral Release Date a request to release Pledged Collateral, which request shall (xw) specify the proposed Collateral Release Date, (yx) if not already provided, provide financial statements pursuant to Section 10.11 for such fiscal quarters, and (zy) contain a certification of an Authorized Financial Officer that the conditions to release of Stock Collateral have been satisfied (and providing a computation of the Leverage Ratio demonstrating such compliance) and (z) specify whether Capital Stock must be pledged pursuant to the proviso to this clause (d), and (iv) all Stock Collateral being released shall also be released as collateral for the U.S. Borrower’s 's obligations under the Governing Senior Note Indenture; provided, however, that (I) in the event the Leverage Ratio equals or exceeds 6:00 to 1:00 at any time after the Collateral Release Date for a period of two consecutive fiscal quarters (a “Reinstatement Event”)quarters, the security interest in all such released Pledged Collateral shall be recreated within 30 days, and the requirements of Sections 10.14 and 10.15(a), (b) and (c) shall thereafter once again be in effect, and (II) in the event Term Loans are outstanding on any Collateral Release Date, the U.S. Borrower or its Subsidiaries shall provide a pledge of Capital Stock of its Wholly-Owned Subsidiaries whose (i) assets are not encumbered by Liens securing Secured Indebtedness, and (ii) combined EBITDA for the four fiscal quarters ending immediately prior to the Collateral Release Date is at least equal to the outstanding principal amount of the Term Loan on the Collateral Release Date. The Collateral Agent shall promptly execute such documents and take such other actions as the U.S. Borrower may reasonably request to evidence any release of the Stock Collateral pursuant to this Section 10.15(d). Notwithstanding anything to the contrary in this Section 10.15(d), the U.S. Borrower shall have the option to defer the release of the Stock Collateral on the Collateral Release Date while causing the provisions of Sections 10.14 and 10.15(a), (b) and (c) and the related provisions of the Pledge and Security Agreement that require pledges in respect of newly-formed or newly-acquired Subsidiaries to cease to be effective on the Collateral Release Date. The Lenders agree that, by notice dated September 20, 2005, to Deutsche Bank Trust Company Americas, as the administrative agent under the Original Credit Agreement, the conditions set forth in the first sentence of this clause (d) were satisfied prior to the Effective Date with respect to the fiscal quarters of the U.S. Borrower ended March 25, 2005 and June 17, 2005, and the U.S. Borrower invoked the provisions of the prior sentence of this clause (d) with the effect that such provisions shall continue to be in effect until such time as such Reinstatement Event occurs. Not later than 30 days following the occurrence of a Reinstatement Event, all representations and warranties set forth in Section 8.11 and the Pledge and Security Agreement relating to the Pledge and Security Agreement Requirement shall be satisfied. (e) Notwithstanding the last sentence of Sections 2.01(a) and 2.01(b) or Section 15.01, with respect to Canadian Borrowers that are not Look-Through Subsidiaries, if after the date hereof such Canadian Borrower is no longer party to a material contract that prohibits such Canadian Borrower from providing a joint and several guarantee of the Obligations of each Canadian Borrower under this Agreement, such Canadian Borrower shall enter into and deliver a joint and several guarantee of each Canadian Borrower’s Obligations under this Agreement (but excluding any Obligations arising under the Subsidiaries Guaranty or Pledge and Security Agreement) pursuant to an agreement reasonably satisfactory to the Administrative Agent within 30 days after the termination of such contractual restrictions, together with such legal opinions and certificates as the Administrative Agent may reasonably request.