Common use of Limitation on Guaranties Clause in Contracts

Limitation on Guaranties. The Borrower shall not, and shall cause each of its Restricted Subsidiaries not to, at any time Guaranty, assume, be obligated with respect to, or permit to be outstanding any Guaranty of, any obligation of any other Person other than (a) a Guaranty by endorsement of negotiable instruments for collection in the ordinary course of business, or (b) obligations under agreements of the Borrower or any of its Restricted Subsidiaries entered into in connection with leases of real property or the acquisition of services, supplies and equipment in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, or (c) as may be contained in any Loan Document including, without limitation, the Subsidiary Guaranty, or (d) a Guaranty of any obligation of any employee of the Borrower or any of its Restricted Subsidiaries, provided that the aggregate amount guaranteed under all such Guaranties shall not exceed $1,000,000 at any time, or (e) Guaranties in existence on the Agreement Date, as described on Schedule 12 attached hereto, of obligations of certain Unrestricted Subsidiaries under certain cell site, retail outlet, and other real estate leases, provided that (i) the maximum amount of rent and other obligations so guaranteed shall not exceed $3,500,000, and (ii) no such lease shall have its term extended without termination of the related Borrower or Restricted Subsidiary Guaranty or (f) Guaranties of obligations of Unrestricted Subsidiaries so long as such Guaranties are included as part of Total Debt.

Limitation on Guaranties. The Borrower shall notIncur, and shall cause each of its Restricted Subsidiaries not tocreate, at any time Guaranty, assume, be obligated with respect to, assume or permit suffer to be outstanding exist any Guaranty of, (including any obligation as a general partner of any other Person a partnership or as a joint venturer of a joint venture in respect of Indebtedness of such partnership or joint venture), either directly or indirectly, except for the following, in each case (other than clauses (a), (b), (c), (d), (e), (f), (g) and, to the extent related to Breaking Xxxx 2 or any Picture that has been Released prior to the Closing Date, (h) below) which are incurred, created or assumed no later than the Closing Date: (a) performance guarantees in the ordinary course of business under guild agreements, or to suppliers, talent, licensees or laboratories which are providing services in connection with the production, acquisition, distribution or exploitation of any Picture by or for a Guaranty by Credit Party or any of its Subsidiaries; (b) the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, or ; (bc) obligations under agreements of the Borrower or any of its Restricted Subsidiaries entered into Guaranties made by the Guarantors pursuant to Article 9; (d) customary Guaranties in connection with leases of real property or the acquisition of services, supplies participations and equipment in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, or (c) as may be contained in any Loan Document including, without limitation, the Subsidiary Guaranty, or (d) a Guaranty of any obligation of any employee of the Borrower or any of its Restricted Subsidiaries, provided that the aggregate amount guaranteed under all such Guaranties shall not exceed $1,000,000 at any time, or deferments; (e) Guaranties in existence on the Agreement Date, as described on Schedule 12 attached hereto, of obligations of certain Unrestricted Subsidiaries under certain cell site, retail outlet, and other real estate leases, provided that (i) the maximum amount of rent and other obligations so guaranteed shall not exceed $3,500,000, and (ii) no such lease shall have its term extended without termination of the related Borrower or Restricted Subsidiary Guaranty or (f) Guaranties of obligations of Unrestricted Subsidiaries so long a Credit Party or Licensing Intermediary that the guarantor could have incurred directly as a primary obligor without violating the terms of any Fundamental Document; (f) existing Guaranties listed on Schedule 6.3, and any extensions and renewals thereof acceptable to the Administrative Agent; (g) with respect to a Picture financed in part by a Foreign Rights Loan, guarantees by the Borrower, in favor of the applicable Foreign Rights Lender, of delivery of such Picture to foreign Distributors who are contractually obligated to pay minimum guarantees following such delivery, provided that such guarantees (i) shall be subject to the prior completion and delivery of such Picture to Summit Distribution, LLC pursuant to an Approved Completion Bond and (ii) shall only be effective with respect to territories not covered by such Approved Completion Bond; and (h) Guaranties are included as part of Total Debtpayment of an item of Negative Cost that could have been incurred directly.

Limitation on Guaranties. The Borrower shall notIncur, and shall cause each of its Restricted Subsidiaries not tocreate, at any time Guaranty, assume, be obligated with respect to, assume or permit suffer to be outstanding exist any Guaranty of, (including any obligation as a general partner of any other Person other than a partnership or as a joint venturer of a joint venture in respect of Indebtedness of such partnership or joint venture), either directly or indirectly, except: (a) performance guarantees in the ordinary course of business under guild agreements, or to suppliers, licensees or laboratories which are providing services in connection with the production, acquisition, distribution or exploitation of any Item of Product by or for a Guaranty by Credit Party; (b) the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, or (b) obligations under agreements of the Borrower or any of its Restricted Subsidiaries entered into in connection with leases of real property or the acquisition of services, supplies and equipment in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, or ; (c) as may be contained in the Guaranties made by the Guarantors pursuant to Article 9 hereof; (d) existing Guaranties listed on Schedule 6.3 hereto and any Loan Document including, without limitation, extensions and renewals thereof on the Subsidiary same terms or on terms no more adverse to the interests of the Lenders hereunder than the applicable listed Guaranty, or as otherwise reasonably acceptable to the Administrative Agent; (de) a Guaranties under the First Lien Agreement and any other document contemplated thereby; and (f) any Guaranty by any Credit Party of the obligations of any obligation of other Credit Party or any employee wholly-owned Subsidiary of the Borrower or any of its Restricted SubsidiariesBorrower, provided that the aggregate amount guaranteed under all such Guaranties shall not exceed $1,000,000 at any time, or (e) Guaranties in existence on the Agreement Date, as described on Schedule 12 attached hereto, of obligations of certain Unrestricted Subsidiaries under certain cell site, retail outlet, and other real estate leases, provided that (i) the maximum amount of rent and other obligations obligation being so guaranteed shall is permitted pursuant to Section 6.1 hereof and if the Subsidiary is not exceed $3,500,000a wholly-owned domestic subsidiary, and (ii) no such lease shall have its term extended without termination Guaranty is of performance of services or payments for goods or services where the related Borrower asset or Restricted Subsidiary Guaranty or (f) Guaranties of obligations of Unrestricted Subsidiaries so long as such Guaranties are included as part of Total Debtvalue to be created will be beneficially owned by a Credit Party.

Limitation on Guaranties. The Borrower shall not, and shall cause each not permit any of its Restricted Subsidiaries not the Subsidiary Guarantors to, at any time Guarantyguarantee, or assume, be obligated with respect to, or permit to be outstanding any Guaranty of, any obligation of any other Person other than (a) under any Loan Document or any Credit Party Interest Hedge Agreement, (b) obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of such Rainbow Company securing performance by any Rainbow Company of activities otherwise permissible hereunder, (c) a Guaranty guaranty by endorsement of negotiable instruments for collection in the ordinary course of business, or (bd) obligations under agreements Guaranties constituting Investments permitted to be made pursuant to Section 8.2(d), (f) unsecured Guaranties of the Borrower's or Holdings's obligations in respect of any Authorized Debt Issuance, and (g) those Guaranties described on Schedule 8.6 attached hereto (as such schedule may be amended by the Borrower or any of its Restricted Subsidiaries entered into in connection with leases of real property or the acquisition of servicesfrom time to time), supplies and equipment undertaken in the ordinary course of business of the Borrower or any of its Restricted SubsidiariesRainbow Companies, or (c) as may be contained in any Loan Document including, without limitation, the Subsidiary GuarantyGuaranties issued for purposes of securing (i) programming or transponder rights, (ii) production and product related arrangements, (iii) affiliation agreements, (iv) advertising representation agreements, marketing and service arrangements, or (dv) a Guaranty of any obligation of any employee real estate leases, and extensions, replacements and modifications of the Borrower or any of its Restricted Subsidiariesforegoing, provided that the aggregate amount guaranteed under of all such Guaranties shall under this Section 8.6(g) at any time outstanding does not exceed $1,000,000 at any time, or (e) Guaranties in existence on the Agreement Date, as described on Schedule 12 attached hereto, of obligations of certain Unrestricted Subsidiaries under certain cell site, retail outlet, and other real estate leases, provided that (i) the maximum amount of rent and other obligations so guaranteed shall not exceed $3,500,000, and (ii) no such lease shall have its term extended without termination of the related Borrower or Restricted Subsidiary Guaranty or (f) Guaranties of obligations of Unrestricted Subsidiaries so long as such Guaranties are included as part of Total Debt45,000,000.

Limitation on Guaranties. (a) The Borrower shall notGuarantor will not permit any Subsidiary (other than the Company), and shall cause each of its Restricted Subsidiaries not todirectly or indirectly, at any time Guaranty, to assume, be obligated guarantee or in any other manner become liable with respect toto the payment of any Senior Indebtedness of the Company or Senior Indebtedness of the Guarantor, unless (i) such Subsidiarysimultaneously executes and delivers a supplemental indenture to this Indenture providing for the guarantee of the payment of the Securities by such Subsidiary, which guarantee shall include subordination provisions substantially similar to those set forth in Article XI to the same extent as the Securities are subordinated to Senior Indebtedness of the Company; and (ii) such Subsidiary waives and will not in any manner whatsoever claim or permit to be outstanding any Guaranty take the benefit or advantage of, any obligation rights of reimbursement, indemnity or subrogation or any other Person rights against the Guarantor or any other than (a) Subsidiary as a Guaranty result of such payment by endorsement such Subsidiary under its guarantee. Notwithstanding the foregoing, any such guarantee by a Subsidiary of negotiable instruments for collection in the ordinary course Securities shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the release or discharge of business, such guarantee of payment of such Senior Indebtedness of the Company or Senior Indebtedness of the Guarantor. (b) obligations under agreements The Guarantor will not permit any Subsidiary (other than the Company), directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness which is pari passu with or subordinated to the Securities, unless such Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a guarantee of the Borrower or any payment of its Restricted Subsidiaries entered into in connection with leases of real property or the acquisition of servicesSecurities by such Subsidiary; provided, supplies and equipment however, in the ordinary course case of business such Subsidiary's assumption, guarantee or other liability with respect to Indebtedness subordinated to the Securities, such assumption, guarantee or other liability shall be subordinated to such Subsidiary's guarantee of the Borrower Securities to the same extent as such Indebtedness is subordinated to the Securities; and provided, further, that this Section 10.15(b) shall not be applicable to any guarantee, assumption or any of its Restricted Subsidiaries, or (c) as may be contained in any Loan Document including, without limitation, the Subsidiary Guaranty, or (d) a Guaranty other liability of any obligation of any employee Subsidiary of the Borrower or any of its Restricted Subsidiaries, provided that the aggregate amount guaranteed under all such Guaranties shall not exceed $1,000,000 at any time, or (e) Guaranties Company in existence on the Agreement Date, as described on Schedule 12 attached hereto, of obligations of certain Unrestricted Subsidiaries under certain cell site, retail outlet, and other real estate leases, provided date hereof or that (i) existed at the maximum amount time such person became a Subsidiary of rent and other obligations so guaranteed shall not exceed $3,500,000, the Guarantor or its predecessor and (ii) no was not incurred in connection with, or in contemplation of, such lease shall have its term extended without termination person becoming a Subsidiary of the related Borrower Guarantor or Restricted its predecessor. Notwithstanding the foregoing, any such guarantee of the Securities by a Subsidiary Guaranty shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the release or (f) Guaranties discharge of obligations such guarantee of Unrestricted Subsidiaries so long as such Guaranties are included as part of Total DebtIndebtedness that is pari passu with or subordinated to the Securities.

Limitation on Guaranties. The Borrower AGCO shall not, and shall cause each not permit any of its Restricted Subsidiaries not to, at any time Guaranty, or assume, be obligated with respect to, or permit to be outstanding any Guaranty of, of any obligation of any other Person Person, other than (a) under any Loan Document, (b) obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of AGCO or any Restricted Subsidiary securing performance by AGCO or such Restricted Subsidiary of activities otherwise permissible hereunder, (c) a Guaranty guaranty by endorsement of negotiable instruments for collection in the ordinary course of business, or (bd) obligations under agreements guaranties by AGCO of the Borrower Interest Hedge Agreements and Foreign Exchange Arrangements that any Restricted Subsidiary may enter into with any financial institution, (e) guaranties by AGCO or any Restricted Subsidiary of (i) financing provided to retail purchasers (whether directly or indirectly through dealers) of Inventory of AGCO or its Restricted Subsidiaries entered into or (ii) 113 lines of credit of dealers conducting business in connection with leases Brazil and financing for retail purchasers in Brazil or Argentina of real property products manufactured by AGCO or its Restricted Subsidiaries, provided, in the acquisition case of services(i) and (ii) above, supplies and equipment such guaranties are in the ordinary course of business and in accordance with the past practices of AGCO, Target and their respective Subsidiaries, (f) guaranties by AGCO of payment of fees, indemnification obligations and performance obligations of any Restricted Subsidiary under the Borrower Securitization Documents, (g) guaranties by AGCO or any other Restricted Subsidiary of its obligations (other than obligations constituting Funded Debt) of any Restricted SubsidiariesSubsidiary incurred in the ordinary course of such Restricted Subsidiary's business, or (ch) as may be contained in any Loan Document including, without limitationcontingent repurchase obligations of AGCO of Inventory, the Subsidiary Guarantylease or purchase of which is financed by a Finance Company, or (d) a Guaranty of any obligation of any employee of the Borrower or any of its Restricted Subsidiaries, provided that the aggregate amount guaranteed under all such Guaranties shall not exceed $1,000,000 at any time, or (e) Guaranties in existence on the Agreement Date, as described on Schedule 12 attached hereto, of obligations of certain Unrestricted Subsidiaries under certain cell site, retail outlet, and other real estate leases, provided that (i) guaranties by AGCO or any Restricted Subsidiary of Indebtedness of AGCO or any Restricted Subsidiary permitted under clauses (b), (h) or (i) of Section 7.1, (j) guaranties by English Subsidiary Two of the maximum amount pension obligations of rent and other obligations so guaranteed shall not exceed $3,500,000English Subsidiary One, and (iik) no such lease shall have its term extended without termination of the related Borrower or Restricted Subsidiary Guaranty or (f) Guaranties of obligations of Unrestricted Subsidiaries so long as such Guaranties are included as part of Total Debtother unsecured guarantees in an aggregate amount not exceeding U.S. $5,000,000.

Limitation on Guaranties. The Borrower shall Company will not, and shall cause each of its Restricted Subsidiaries --------------------------------------- will not to, at any time Guaranty, assume, be obligated with respect to, or permit to be outstanding any Guaranty of, any obligation of any other Person other than (a) a Guaranty by endorsement of negotiable instruments for collection in the ordinary course of business, or (b) obligations under agreements of the Borrower or any of its Restricted Subsidiaries entered into in connection with leases of real property to, create, incur, assume or the acquisition of services, supplies and equipment in the ordinary course of business of the Borrower or suffer to exist any of its Restricted Subsidiaries, or Guaranty except: (c) as may be contained in any Loan Document including, without limitation, the Subsidiary Guaranty, or (d) a Guaranty of any obligation of any employee of the Borrower or any of its Restricted Subsidiaries, provided that the aggregate amount guaranteed under all such Guaranties shall not exceed $1,000,000 at any time, or (ea) Guaranties in existence on the Agreement Date, as described date hereof and listed on Schedule 12 attached heretoIV and Guaranties of any refinancings, refundings, renewals or extensions of the Indebtedness or obligations guaranteed thereby, provided that -------- the amount of such Indebtedness or obligations are not increased; (b) the Subsidiary Guarantees; (c) Guaranties of Indebtedness permitted under clauses (a) through (d) and clause (h) of Section 11.5; (d) additional Guaranties in respect of Indebtedness and other obligations not exceeding $50,000,000 at any time outstanding; (e) Guaranties by the Company or any Subsidiary of the Foreign Credit Facilities; (f) Guaranties of the Loan Parties in respect of Subordinated Debt, which Guaranties shall have subordination terms acceptable to the Administrative Agent, acting reasonably; (g) Guarantees by any Subsidiary which is a party to a Subsidiary Guarantee of obligations of certain Unrestricted Subsidiaries the Company or any Subsidiary in respect of Surety Bonds; (h) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee of Indebtedness incurred under certain cell site, retail outlet, and other real estate leases, the Indentures; (i) Guaranties of any Person which becomes a Subsidiary of the Company or is merged with or into the Company after the date of this Agreement; provided that (i) such Guaranty was in existence on the maximum amount of rent and other obligations so guaranteed shall not exceed $3,500,000date such Person became -------- a Subsidiary or was merged with or into the Company, and (ii) such Guaranty was not created in contemplation of such Person becoming a Subsidiary or merging with or into the Company, (iii) immediately after giving effect to the acquisition of such Person by the Company, no such lease Default or Event of Default shall have occurred and be continuing and (iv) the aggregate amount of Other Permitted Obligations, plus the aggregate amount of all obligations secured by Liens permitted pursuant to Section 11.4(m), shall not at any time exceed in the aggregate for the Company and its term extended without termination of the related Borrower or Restricted Subsidiary Guaranty or Subsidiaries $75,000,000; and (fj) Guaranties (other than Letters of obligations Credit) by the Company of Unrestricted Subsidiaries so long as such Guaranties are included as part of Total DebtIndebtedness permitted under Section 11.5(j) not exceeding $120,000,000 in aggregate principal amount at any time outstanding.

Limitation on Guaranties. The Borrower shall not, and shall cause each not permit any of its Restricted Subsidiaries not the Subsidiary Guarantors to, at any time Guarantyguarantee, or assume, be obligated with respect to, or permit to be outstanding any Guaranty of, any obligation of any other Person other than (a) under any Loan Document or any Credit Party Interest Hedge Agreement, (b) obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of such Rainbow Company securing performance by any Rainbow Company of activities otherwise permissible hereunder, (c) a Guaranty guaranty by endorsement of negotiable instruments for collection in the ordinary course of business, or (bd) obligations under agreements Guaranties constituting Investments permitted to be made pursuant to Section 8.2(d), (f) unsecured Guaranties of the Borrower’s or Holdings’s obligations in respect of any Authorized Debt Issuance, and (g) those Guaranties described on Schedule 8.6 attached hereto (as such schedule may be amended by the Borrower or any of its Restricted Subsidiaries entered into in connection with leases of real property or the acquisition of servicesfrom time to time), supplies and equipment undertaken in the ordinary course of business of the Borrower or any of its Restricted SubsidiariesRainbow Companies, or (c) as may be contained in any Loan Document including, without limitation, the Subsidiary GuarantyGuaranties issued for purposes of securing (i) programming or transponder rights, (ii) production and product related arrangements, (iii) affiliation agreements, (iv) advertising representation agreements, marketing and service arrangements, or (dv) a Guaranty of any obligation of any employee real estate leases, and extensions, replacements and modifications of the Borrower or any of its Restricted Subsidiariesforegoing, provided that the aggregate amount guaranteed under of all such Guaranties shall under this Section 8.6(g) at any time outstanding does not exceed $1,000,000 at any time, or (e) Guaranties in existence on the Agreement Date, as described on Schedule 12 attached hereto, of obligations of certain Unrestricted Subsidiaries under certain cell site, retail outlet, and other real estate leases, provided that (i) the maximum amount of rent and other obligations so guaranteed shall not exceed $3,500,000, and (ii) no such lease shall have its term extended without termination of the related Borrower or Restricted Subsidiary Guaranty or (f) Guaranties of obligations of Unrestricted Subsidiaries so long as such Guaranties are included as part of Total Debt45,000,000.

Limitation on Guaranties. The Borrower AGCO shall not, and shall cause each not permit any of its Restricted Subsidiaries not to, at any time Guaranty, or assume, be obligated with respect to, or permit to be outstanding any Guaranty of, of any obligation of any other Person Person, other than (a) under any Loan Document, (b) obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of AGCO or any Restricted Subsidiary securing performance by AGCO or such Restricted Subsidiary of activities otherwise permissible hereunder, (c) a Guaranty guaranty by endorsement of negotiable instruments for collection in the ordinary course of business, or (bd) obligations under agreements guaranties by AGCO of the Borrower Interest Hedge Agreements and Foreign Exchange Arrangements that any Restricted Subsidiary may enter into with any financial institution, (e) guaranties by AGCO or any Restricted Subsidiary of lines of credit of dealers conducting business in Brazil and financing for retail purchasers in Brazil or Argentina of products manufactured by AGCO or its Restricted Subsidiaries entered into in connection with leases an aggregate amount outstanding at any time not to exceed $20,000,000, (f) guaranties by AGCO of real property payment of fees, indemnification obligations and performance obligations of any Restricted Subsidiary under the Securitization Documents, (g) guaranties by AGCO or the acquisition any other Restricted Subsidiary of services, supplies and equipment obligations (other than obligations constituting Funded Debt) of any Restricted Subsidiary incurred in the ordinary course of business such Restricted Subsidiary's business, (h) contingent repurchase obligations of AGCO of Inventory, the lease or purchase of which is financed by a Finance Company, (i) guaranties by AGCO or any Restricted Subsidiary of Indebtedness of AGCO or any Restricted Subsidiary permitted under clauses (b) or (i) of Section 7.1, (j) the unsecured guaranty of the Borrower or any of its Restricted SubsidiariesSenior Notes executed by the Senior Note Guarantors, or and (ck) as may be contained other unsecured guarantees in any Loan Document including, without limitation, the Subsidiary Guaranty, or (d) a Guaranty of any obligation of any employee of the Borrower or any of its Restricted Subsidiaries, provided that the an aggregate amount guaranteed under all such Guaranties shall not exceed exceeding $1,000,000 outstanding at any time, or (e) Guaranties in existence on the Agreement Date, as described on Schedule 12 attached hereto, of obligations of certain Unrestricted Subsidiaries under certain cell site, retail outlet, and other real estate leases, provided that (i) the maximum amount of rent and other obligations so guaranteed shall not exceed $3,500,000, and (ii) no such lease shall have its term extended without termination of the related Borrower or Restricted Subsidiary Guaranty or (f) Guaranties of obligations of Unrestricted Subsidiaries so long as such Guaranties are included as part of Total Debt.

Limitation on Guaranties. (a) The Borrower shall notGuarantor will not permit any Subsidiary (other than the Issuer), and shall cause each of its Restricted Subsidiaries not todirectly or indirectly, at any time Guaranty, to assume, be obligated guarantee or in any other manner become liable with respect toto the payment of any Senior Indebtedness of the Issuer or Senior Indebtedness of the Guarantor, unless (i) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for the guarantee of the payment of the Notes by such Subsidiary, which guarantee shall include subordination provisions substantially similar to those set forth in Article Thirteen to the same extent as the Notes are subordinated to Senior Indebtedness of the Issuer; and (ii) such Subsidiary waives and will not in any manner whatsoever claim or permit to be outstanding any Guaranty take the benefit or advantage of, any obligation rights of reimbursement, indemnity or subrogation or any other Person rights against the Guarantor or any other than (a) Subsidiary as a Guaranty result of such payment by endorsement such Subsidiary under its guarantee. Notwithstanding the foregoing, any such guarantee by a Subsidiary of negotiable instruments for collection in the ordinary course Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the release or discharge of business, such guarantee of payment of such Senior Indebtedness of the Issuer or such Senior Indebtedness of the Guarantor. (b) obligations under agreements The Guarantor will not permit any Subsidiary (other than the Issuer), directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness which is pari passu with or subordinated to the Notes, unless such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a guarantee of the Borrower or any payment of its Restricted Subsidiaries entered into in connection with leases of real property or the acquisition of servicesNotes by such Subsidiary; provided, supplies and equipment however, in the ordinary course case of business such Subsidiary's assumption, guarantee or other liability with respect to Indebtedness subordinated to the Notes, such guarantee, assumption or other liability shall be subordinated to such Subsidiary's guarantee of the Borrower Notes to the same extent as such Indebtedness is subordinated to the Notes; and provided, further, that this Section 3.13(b) shall not be applicable to any guarantee, assumption or any of its Restricted Subsidiaries, or (c) as may be contained in any Loan Document including, without limitation, the Subsidiary Guaranty, or (d) a Guaranty other liability of any obligation of any employee Subsidiary of the Borrower or any of its Restricted Subsidiaries, provided that the aggregate amount guaranteed under all such Guaranties shall not exceed $1,000,000 at any time, or (e) Guaranties Guarantor in existence on the Agreement Date, as described on Schedule 12 attached hereto, date of obligations of certain Unrestricted Subsidiaries under certain cell site, retail outlet, and other real estate leases, provided this Indenture or that (i) existed at the maximum amount time such Person became a Subsidiary of rent and other obligations so guaranteed shall not exceed $3,500,000, the Guarantor or its predecessor and (ii) no was not incurred in connection with, or in contemplation of, such lease shall have its term extended without termination Person becoming a Subsidiary of the related Borrower Guarantor or Restricted its predecessor. Notwithstanding the foregoing, any such guarantee of the Notes by a Subsidiary Guaranty shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the release or (f) Guaranties discharge of obligations such guarantee of Unrestricted Subsidiaries so long as such Guaranties are included as part of Total DebtIndebtedness that is pari passu with or subordinated to the Notes.