Common use of Future Subsidiary Guarantors Clause in Contracts

Future Subsidiary Guarantors. After the Issue Date, the Company will cause each Restricted Subsidiary created or acquired by the Company to 57 51 execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Securities on a senior subordinated basis. The obligations of each Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms as the Securities are subordinated to the Senior Indebtedness. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transfer.

Future Subsidiary Guarantors. After the Issue Date, the The Company and each Subsidiary Guarantor will cause each Restricted Subsidiary created or acquired by of the Company organized or existing under the laws of the United States, any state thereof or the District of Columbia of the Company which, after December 17, 2001 (if not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to 57 51 execute and deliver an indenture supplemental to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint this Indenture and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Securities on a senior subordinated basis. The obligations of each Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms as the Securities are subordinated to the Senior Indebtedness. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of thereby become a Subsidiary Guarantor (which shall be bound by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate Subsidiary Guarantee of the Subsidiary Guarantor) which is not a Subsidiary of Notes in the Company, which sale or disposition is otherwise form set forth in compliance with this Indenture (including Section 3.7), without such future Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture being required to execute and its deliver the Subsidiary Guarantee and such Subsidiary Guarantee shall terminateendorsed on the Notes); provided, however, that any such termination shall occur only to the extent that all obligations of such PPM Cranes, Inc. will not be a Subsidiary Guarantor under unless PPM Cranes, Inc. has not transferred substantially all of its guarantees ofassets to another Subsidiary Guarantor on or prior to February 28, and under 2002. If substantially all of its pledges the assets of assets PPM Cranes, Inc. are not transferred to another Subsidiary Guarantor on or other security interests which secureprior to February 28, 2002, PPM Cranes, Inc. will execute and deliver an indenture supplemental to this Indenture and thereby become a Subsidiary Guarantor of the Notes. In addition, the Company will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee any other Indebtedness of the Company or any Subsidiary Guarantor unless such Restricted Subsidiary simultaneously executes a supplemental indenture to the Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee of the payment of the Notes shall also terminate upon be subordinated to the Guarantee of such releaseother Indebtedness to the same extent as the Notes or the Subsidiary Guarantees, sale as applicable, are subordinated to such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be required to so Guarantee the payment of the Notes to the extent that such other Indebtedness does not exceed $1 million individually or, together with any other Indebtedness of the Company or transferany Subsidiary Guarantor Guaranteed by such Restricted Subsidiary, $3 million in the aggregate. Such Restricted Subsidiary shall be deemed released from its obligations under the Guarantee of the payment of the Notes at any such time that such Restricted Subsidiary is released from all of its obligations under its Guarantee of such other Indebtedness unless such release results from the payment under such Guarantee of other Indebtedness.

Future Subsidiary Guarantors. After the Issue Date, the Company will cause each Restricted Subsidiary created or acquired by that Guarantees any Indebtedness of the Company or any Subsidiary Guarantor to 57 51 execute and deliver to the Trustee a Subsidiary Guarantee supplemental indenture, substantially in the form of Exhibit C hereto, pursuant to which such Restricted Subsidiary Guarantor will shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any any, and interest on in respect of the Securities on a senior subordinated basis. The secured basis and all other obligations of each the Company under this Indenture. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.3 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under its Section 3.3(b), then the Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms as the Securities are subordinated to the Senior IndebtednessGuarantor shall be automatically and unconditionally released and discharged. The obligations of each Subsidiary Guarantor will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantee shall only be released in accordance with Article XI. Each Restricted Subsidiary that becomes a Subsidiary Guarantor will on or after the Issue Date shall also become a party to the applicable Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but in no greater scope)) as may be permitted necessary to consolidate with vest in the Collateral Agent a perfected second priority security interest (subject to Permitted Liens) in properties and assets that constitute Collateral as security for the Securities or merge into the Subsidiary Guarantees and as may be necessary to have such property or sell its asset added to the applicable Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated same extent and with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture same force and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminateeffect; provided, however, that if granting such second priority security interest in any such termination shall occur only to property or asset requires the extent that all obligations consent of such Subsidiary Guarantor under all of its guarantees ofa third party, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon use commercially reasonable efforts to obtain such releaseconsent; provided, sale further, however, that if after the use of commercially reasonable efforts, such third party does not consent to the second priority security interest on an asset or transferproperty that would constitute as immaterial portion of the Collateral, Subsidiary Guarantor shall not be required to provide such security interest.

Future Subsidiary Guarantors. After the Issue Date, the The Company will cause each Restricted Subsidiary created that Guarantees, on the Issue Date or acquired by any time thereafter, any Indebtedness of the Company or any Subsidiary Guarantor to 57 51 execute and deliver to the Trustee Initial Holder or the Trustee, as applicable, a Subsidiary Guarantee supplemental indenture pursuant to which such Restricted Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any any, and interest on (including Additional Interest, if any) in respect of the Securities on a senior subordinated basis. The obligations of each Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms as the Securities are subordinated to the Senior Indebtedness. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to secured basis and all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date will also become a party to the Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Initial Holder or Trustee, result the Collateral Agent and the holders of the Securities a perfected and at least third-priority security interest in any Collateral held by such Restricted Subsidiary, subject to Permitted Liens. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee of (1) Indebtedness under the Senior Secured Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Floating Rate Notes and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the second paragraph of Section 3.2, then the Subsidiary Guarantee and the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition Collateral Documents and Intercreditor Agreement of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor shall be deemed automatically and unconditionally released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferdischarged.

Future Subsidiary Guarantors. After the Issue Date, the Company Holdings will cause each Restricted Subsidiary created or acquired by the Company which Guarantees Indebtedness of Holdings to 57 51 execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Securities on a senior subordinated basis. The obligations of each Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms as the Guarantee of such Indebtedness except that if such Indebtedness is a Subordinated Obligation, any such Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Subsidiary Guarantor's Subsidiary Guarantee of the Securities are to the same extent as such Indebtedness is subordinated to the Senior IndebtednessSecurities. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company Holdings or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company Holdings or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the CompanyHoldings, which sale or disposition is otherwise in compliance with this Indenture (including the covenant described under Section 3.7)3.7 of this Indenture, such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company Holdings shall also terminate upon such release, sale or transfer.

Future Subsidiary Guarantors. After the Issue Date, the The Company will cause each domestic Restricted Subsidiary created that Guarantees, on the Issue Date or acquired by any time thereafter, any Indebtedness of the Company or any Subsidiary Guarantor to 57 51 execute and deliver to the Trustee a Subsidiary Guarantee supplemental indenture pursuant to which such Restricted Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any any, and interest on (including Additional Interest, if any) in respect of the Securities on a senior subordinated basis. The obligations of each Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms as the Securities are subordinated to the Senior Indebtedness. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to secured basis and all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date will also become a party to the Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, result the Collateral Agent and the Holders of the Securities a perfected security interest in any Collateral held by such Restricted Subsidiary, subject to certain exceptions set forth in the Collateral Documents and Permitted Liens. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee of (1) Lenders Debt and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the second paragraph of Section 3.2, then the Subsidiary Guarantee and the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition Collateral Documents and Intercreditor Agreement of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor shall be deemed automatically and unconditionally released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferdischarged.

Future Subsidiary Guarantors. After the Issue Date, the The Company will cause each Material Restricted Subsidiary created (other than a Receivables Entity or Foreign Subsidiary that does not guarantee any Indebtedness of the Company or any Restricted Subsidiary) created, designated or acquired by the Company or one or more of its Restricted Subsidiaries to 57 51 execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basisbasis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premiumand premium and interest, if any and interest on any, on, the Securities Notes on a senior subordinated secured basis. The obligations In addition, the Company will (A) pledge the Capital Stock of each Material Restricted Subsidiary under its (other than any Receivables Entity) and 65% of each First Tier Foreign Subsidiary Guarantee will be subordinated pursuant to the Guarantor Senior Indebtedness of Security Documents and (B) cause each such Material Restricted Subsidiary on substantially the same terms as the Securities are subordinated (other than any Receivables Entity) to become a party to the Senior Indebtednessapplicable Security Documents, and in each case take such actions necessary or advisable to grant to the Collateral Trustee, for the benefit of itself and the holders of the Notes and any other Shared Lien Obligations, a perfected security interest in any Collateral held by such Material Restricted Subsidiary or such Capital Stock, as applicable, subject to Permitted Liens. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor Guarantee shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferin accordance with Section 10.2.

Future Subsidiary Guarantors. After the Issue Date, the (a) The Company will cause each Restricted Subsidiary created (other than a Foreign Subsidiary) that Guarantees, on the Issue Date or acquired by any time thereafter, Indebtedness of the Company under the Senior Credit Agreement or any other Indebtedness of the Company or any Restricted Subsidiary in excess of $10.0 million to 57 51 execute and deliver to the Trustee a Subsidiary Guarantee supplemental indenture in the form of Exhibit B hereto pursuant to which such Restricted Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any any, and interest on in respect of the Securities Notes on a senior subordinated unsecured basis and all other obligations under the Indenture on an senior unsecured basis. The obligations of each Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms as the Securities are subordinated to the Senior Indebtedness. . (b) The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this the Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. . (c) Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to be released in accordance with the extent that all obligations provisions of such Subsidiary Guarantor under all Section 9.2 of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferthis Supplemental Indenture.

Future Subsidiary Guarantors. After (a) The Company shall cause each of its future Restricted Subsidiaries (other than Persons organized under the laws of the PRC or Exempted Subsidiaries) after the Original Issue Date, the Company will cause each promptly upon becoming a Restricted Subsidiary created or acquired by the Company ceasing to 57 51 be an Exempted Subsidiary, to execute and deliver to the Trustee a Subsidiary Guarantee supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, guarantee the full and prompt payment of the principal ofNotes as either a Subsidiary Guarantor or JV Subsidiary Guarantor. Notwithstanding the foregoing, premium, if any and interest on the Securities on a senior subordinated basis. The obligations of each Company may elect to have such future Restricted Subsidiary under (and its Restricted Subsidiaries) not provide a Subsidiary Guarantee will be subordinated to or JV Subsidiary Guarantee at the Guarantor Senior Indebtedness of time such entity becomes a Restricted Subsidiary on substantially the same terms as the Securities are subordinated or ceases to the Senior Indebtedness. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as willan Exempted Subsidiary, provided that, after giving effect to all other contingent and fixed liabilities the Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC (other than Exempted Subsidiaries) that are not Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from Guarantors or payments made by or on behalf JV Subsidiary Guarantors do not account for more than 20.0% of any other Subsidiary Guarantor in respect Total Assets as of the obligations of date such other Person becomes a Restricted Subsidiary Guarantor under or ceases to be an Exempted Subsidiary. Each such Restricted Subsidiary and its Restricted Subsidiaries that do not provide a Subsidiary Guarantee or pursuant a JV Subsidiary Guarantee will also be referred to its contribution obligations under as Other Non-Guarantor Subsidiaries. (b) Each Restricted Subsidiary that guarantees the Notes after the Original Issue Date other than a JV Subsidiary Guarantee is referred to as a “Future Subsidiary Guarantor” and, upon execution of the applicable supplemental indenture to this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another a “Subsidiary Guarantor.” The Other Non-Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporationSubsidiaries, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated together with the Subsidiary Guarantor). Upon PRC Non-Guarantor Subsidiaries, are referred to herein as the sale or disposition of a Subsidiary “Non-Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferSubsidiaries.”

Future Subsidiary Guarantors. (a) After the Issue Date, the Company will cause each Restricted Subsidiary created or acquired by the Company which Guarantees the Bank Indebtedness to 57 51 execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, Guarantee on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Securities Notes on a senior subordinated basis. The obligations of each Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of basis for so long as such Restricted Subsidiary on substantially Guarantees the same terms as the Securities are subordinated to the Senior Bank Indebtedness. . (b) The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this the Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. . (c) Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this the Indenture (including Section 3.7)1016) or in the event the Restricted Subsidiary no longer Guarantees the Bank Indebtedness, such Subsidiary Guarantor shall be deemed released from all its obligations under this the Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transfer.

Future Subsidiary Guarantors. After the Issue Date, the The Company will cause each Material Restricted Subsidiary created (other than a Receivables Entity or Foreign Subsidiary that does not guarantee any Indebtedness of the Company or any Restricted Subsidiary) created, designated or acquired by the Company or one or more of its Restricted Subsidiaries to 57 51 execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basisbasis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any and interest on the Securities on a senior subordinated secured basis. The obligations of each In addition, the Company will cause such Material Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to become a party to the Guarantor Senior Indebtedness of Collateral Documents and take such Restricted Subsidiary on substantially the same terms as the Securities are subordinated actions necessary or advisable to grant to the Senior IndebtednessCollateral Agent, for the benefit of itself and the Holders, a perfected security interest in any Collateral held by such Material Restricted Subsidiary, subject to Permitted Liens. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will Guarantee shall be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated released in accordance with the Subsidiary Guarantor). Upon the sale or disposition provisions of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including described in Section 3.7), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transfer10.1.

Future Subsidiary Guarantors. After the Issue DateThe Company may not permit any Restricted Subsidiary, directly or indirectly, to guarantee any Indebtedness of the Company will cause each ("Guaranteed Indebtedness") unless (i) such Restricted Subsidiary created or acquired by the Company simultaneously executes and delivers a supplemental indenture to 57 51 execute and deliver to the Trustee this Indenture providing for a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt of payment of the principal Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, premiumany rights of reimbursement, if indemnity or subrogation or any and interest on other rights against the Securities on Company or any other Restricted Subsidiary as a senior subordinated basis. The obligations result of each any payment by such Restricted Subsidiary under its Subsidiary Guarantee will Guarantee. If the Guaranteed Indebtedness is pari passu with the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated to the Subsidiary Guarantee; and if the Guaranteed Indebtedness is subordinated to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms as the Securities are subordinated to the Senior Indebtedness. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only at least to the extent that all obligations Guaranteed Indebtedness is subordinated to the Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantor under all of its guarantees Guarantee, except a discharge or release by, or as a result of, and payment under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferguarantee.

Future Subsidiary Guarantors. After The Company shall cause each ---------------------------- Restricted Subsidiary (other than a Subsidiary Guarantor) not to Guarantee any Indebtedness of the Issue DateCompany, unless such Restricted Subsidiary, simultaneously therewith, becomes a Subsidiary Guarantor, and executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit B pursuant to which such Restricted Subsidiary will Guarantee payment of the Securities. Concurrently with the execution and delivery of such supplemental indenture, the Company will cause each Restricted Subsidiary created or acquired by the Company to 57 51 execute and shall deliver to the Trustee an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Securities on a senior subordinated basis. The obligations of each Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms as the Securities are subordinated to the Senior Indebtedness. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (includingis a legal, without limitationvalid and binding obligation of such Subsidiary Guarantor, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other enforceable against such Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under accordance with its terms. Each Subsidiary Guarantee or pursuant shall be limited to its contribution obligations an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Subsidiary Guarantee, as it relates to such Restricted Subsidiary, voidable under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a applicable law relating to fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to similar laws affecting the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition rights of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transfercreditors generally.

Future Subsidiary Guarantors. After If, on or after the Issue Date, : (a) the Company will cause each Restricted or any of its Domestic Subsidiaries acquires or creates another Domestic Subsidiary created that Incurs any Indebtedness under a Material Credit Facility or acquired by Guarantees any such Indebtedness of the Company or any of its Domestic Subsidiaries; or (b) any Domestic Subsidiary of the Company Incurs Indebtedness under a Material Credit Facility or Guarantees any such Indebtedness of the Company or any of its Domestic Subsidiaries and that Domestic Subsidiary was not a Subsidiary Guarantor immediately prior to 57 51 execute such Incurrence or Guarantee (an “Additional Obligor”), then that newly acquired or created Domestic Subsidiary or Additional Obligor, as the case may be, will become a Subsidiary Guarantor and deliver to the Trustee provide a Subsidiary Guarantee in respect of the Notes and execute a supplemental indenture in the form set forth in Exhibit D pursuant to which such Domestic Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt Guarantee payment of the principal ofNotes and deliver an Opinion of Counsel satisfactory to the Trustee within 30 days after the date on which it incurred any Indebtedness under a Material Credit Facility or guarantees any such Indebtedness of the Company or any of its Domestic Subsidiary, premium, if any and interest on as the Securities on a senior subordinated basiscase may be. The obligations of each Restricted Subsidiary under its Each Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms as the Securities are subordinated to the Senior Indebtedness. The obligations of each Subsidiary Guarantor will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor, without rendering the Subsidiary Guarantee, as will, after giving effect it relates to all other contingent and fixed liabilities of such Subsidiary Guarantor (includingGuarantor, without limitation, any Guarantees voidable under the Credit Agreement) and after giving effect applicable law relating to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to similar laws affecting the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition rights of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transfercreditors generally.

Future Subsidiary Guarantors. After the Issue Date, the The Company will shall cause each Person that becomes a Domestic Restricted Subsidiary created or acquired following the Closing Date to become a Subsidiary Guarantor by the Company causing such Person to 57 51 execute and deliver to the Trustee holders of the Notes a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty, and to execute the Security Documents, at the time such Person becomes a Domestic Restricted Subsidiary. In addition, the Company shall cause each Person that is a Domestic Restricted Subsidiary actively conducting business on the Closing Date and is not a party to the Subsidiary Guaranty as of the Closing Date to (a) become a Subsidiary Guarantee pursuant Guarantor by causing such Person to execute and deliver to the holders of the Notes a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (b) to execute the Security Documents, in each case within thirty (30) days following the later to occur of (i) the Closing Date, or (ii) the date on which such Domestic Restricted Subsidiary Guarantor will unconditionally Guaranteeis no longer party or subject to any Indebtedness or other agreements or arrangements, in each case to the extent existing on a joint the date hereof, which restrict or limit such Domestic Restricted Subsidiary's ability to guarantee the Notes or secure the due and several basis, the full and prompt punctual payment of the principal of, premium, if any of and interest on the Securities on a senior subordinated basis. The obligations of each Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms Notes as the Securities are subordinated to the Senior Indebtedness. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminateprovided herein; provided, however, that in no event shall any such termination shall occur only Domestic Restricted Subsidiary be required to the extent that all obligations of such become a Subsidiary Guarantor under all solely as a result of its guarantees ofany extension, and under all renewal, amendment, refinancing or refunding or any such Indebtedness in accordance with the terms of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferthis Agreement.

Future Subsidiary Guarantors. After the Issue Date, the (a) The Company will shall cause each Restricted Subsidiary created or acquired by that Guarantees any Indebtedness of the Company or of any Subsidiary Guarantor to 57 51 become a Subsidiary Guarantor, and if applicable, execute and deliver to the Trustee a Subsidiary Guarantee supplemental indenture in the form set forth in Exhibit 3 hereto pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt shall Guarantee payment of the principal ofSecurities. For the purposes of this Section 4.11(a), premium, if any and interest on the Securities on a senior subordinated basis. The obligations pledge of each an intercompany note by a Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior secure Indebtedness of the Company or a Subsidiary Guarantor shall be considered a Guarantee by such Restricted Subsidiary on substantially unless such intercompany note is also pledged to secure the Securities or the applicable Subsidiary Guarantee with the same terms as level of priority that the Securities are subordinated or Subsidiary Guarantee bear to the Senior Indebtednessother Indebtedness secured by such pledge. The obligations of each Each Subsidiary Guarantor will Guarantee shall be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor, without rendering the Subsidiary Guarantee, as will, after giving effect it relates to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees voidable under the Credit Agreement) and after giving effect applicable law relating to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each similar laws affecting the rights of creditors generally. (b) In the event that any Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which that is not a Grantor Subsidiary Guarantor shall at any time have Consolidated assets greater than $10,000,000 as of the Companyend of the most recent fiscal quarter for which financial statements have been filed with the SEC, which sale then at such time the Company will, within 30 days (or disposition is otherwise in compliance with this Indenture (including Section 3.7such longer period as may be reasonable under the circumstances), cause such Subsidiary Guarantor shall to become a Grantor Subsidiary Guarantor and execute and deliver to the Trustee Security Documents pursuant to which its assets (other than Consent Assets) constituting Collateral will be deemed released from all its obligations under this Indenture and pledged to secure its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferSecurities.

Future Subsidiary Guarantors. After the Issue Date, the Company will (a) The Borrower shall cause each Restricted Subsidiary created that Guarantees any Indebtedness of the Borrower or acquired by the Company of any Subsidiary Guarantor to 57 51 become a Subsidiary Guarantor, and if applicable, execute and deliver to the Trustee Administrative Agent and the Collateral Agent a Subsidiary Guarantee supplement to this Agreement (substantially in the form of Exhibit J), the Collateral Agreement and, if applicable, other Security Documents pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt shall Guarantee payment of the principal ofObligations. Upon execution and delivery by the Administrative Agent, premiumthe Borrower and a Subsidiary of an instrument in the form of Exhibit J hereto, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if any and interest on originally named as a Subsidiary Guarantor herein. For the Securities on purposes of this Section 5.11(a), a senior subordinated basis. The obligations pledge of each an intercompany note by a Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior secure Indebtedness of the Borrower or a Subsidiary Guarantor shall be considered a Guarantee by such Restricted Subsidiary on substantially unless such intercompany note is also pledged to secure the Obligations or the applicable Subsidiary Guarantee with the same terms as level of priority that the Securities are subordinated Obligations or Subsidiary Guarantee bear to the Senior Indebtednessother Indebtedness secured by such pledge. The obligations of each Each Subsidiary Guarantor will Guarantee shall be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor, without rendering the Subsidiary Guarantee, as will, after giving effect it relates to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees voidable under the Credit Agreement) and after giving effect applicable law relating to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each similar laws affecting the rights of creditors generally. (b) In the event that any Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which that is not a Grantor Subsidiary Guarantor shall at any time have Consolidated assets greater than $10,000,000 as of the Companyend of the most recent fiscal quarter for which financial statements have been filed with the SEC, which sale then at such time the Borrower will, within 30 days (or disposition is otherwise in compliance with this Indenture (including Section 3.7such longer period as may be reasonable under the circumstances), cause such Subsidiary Guarantor shall to become a Grantor Subsidiary Guarantor and execute and deliver to the Administrative Agent all applicable documents pursuant to which its assets (other than Consent Assets) constituting Collateral will be deemed released from all its obligations under this Indenture and pledged to secure its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transferObligations.