Common use of Limitation on Issuances of Guarantees of Indebtedness Clause in Contracts

Limitation on Issuances of Guarantees of Indebtedness. (a) If (x) the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Issue Date or (y) any Excluded Subsidiary ceases to meet the definition of Excluded Subsidiary, then that newly acquired or created Domestic Subsidiary or non-Excluded Subsidiary, as applicable, must become a Subsidiary Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. If the Company becomes a direct or indirect Subsidiary of any new parent entity (other than any direct or indirect parent entity of the Parent) after the Issue Date, then such parent entity must become a Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. (b) The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any other Restricted Subsidiary thereof (other than a Guarantee or pledge by a Foreign Subsidiary in respect of Indebtedness of another Foreign Subsidiary) unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously delivers to the Trustee an Opinion of Counsel and executes and delivers a supplemental indenture (substantially in the form of Exhibit D) providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness and secured by a Second Priority Lien on its property and assets constituting Collateral. (c) A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either:

Limitation on Issuances of Guarantees of Indebtedness. (a) If (x) the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Issue Date or (y) any Excluded Subsidiary ceases to meet the definition of Excluded Subsidiary, then that newly acquired or created Domestic Subsidiary or non-Excluded Subsidiary, as applicable, must become a Subsidiary Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. If the Company becomes a direct or indirect Subsidiary of any new parent entity (other than any direct or indirect parent entity of the Parent) after the Issue Date, then such parent entity must become a Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. (b) The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee Guarantee, assume or pledge in any assets to secure manner become liable for the payment of any other Indebtedness of the Company or any other Restricted Subsidiary thereof unless: (other than a Guarantee or pledge by a Foreign Subsidiary in respect of Indebtedness of another Foreign Subsidiaryi) unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously delivers to the Trustee an Opinion of Counsel and executes and delivers a supplemental indenture (substantially in the form of Exhibit D) to this Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be (x) in the case of Indebtedness that is subordinated to the Notes senior to such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness, (y) in the case of Indebtedness that is pari passu with the Notes, pari passu with such Restricted Subsidiary’s 's Guarantee of or pledge to secure such other Indebtedness, and (z) in the case of Indebtedness that is Senior Debt, subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such other Indebtedness Senior Debt, and secured by a Second Priority Lien on its property and assets constituting Collateral. (c) A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either:such Restricted Subsidiary waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee until the Notes have been paid in full. PAYMENTS FOR CONSENT The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Limitation on Issuances of Guarantees of Indebtedness. (a) If (x) the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Issue Date or (y) any Excluded Subsidiary ceases to meet the definition of Excluded Subsidiary, then that newly acquired or created Domestic Subsidiary or non-Excluded Subsidiary, as applicable, must become a Subsidiary Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. If the Company becomes a direct or indirect Subsidiary of any new parent entity (other than any direct or indirect parent entity of the Parent) after the Issue Date, then such parent entity must become a Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. (b) The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, Subsidiary to Guarantee or pledge any assets to secure guarantee the payment of any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary thereof Subsidiary, (other than a Guarantee or pledge by a Foreign Subsidiary in respect of Indebtedness of another Foreign Subsidiaryeach case, the "Guaranteed Debt"), unless (i) unless if such Restricted Subsidiary is not a Guarantor, such Restricted Subsidiary Guarantor or simultaneously delivers to the Trustee an Opinion of Counsel and executes and delivers a supplemental indenture (substantially in the form of Exhibit D) to this Indenture providing for the a Subsidiary Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness and secured by a Second Priority Lien on its property and assets constituting Collateral. (c) A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either:if the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary are subordinated in right of payment to the Guaranteed Debt, the Subsidiary Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to the Guaranteed Debt substantially to the same extent as the Notes or the Subsidiary Guarantee are subordinated to the Guaranteed Debt under this Indenture, (iii) if the Guaranteed Debt is by its express terms subordinated in right of payment to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, any such guarantee of such Restricted Subsidiary with respect to the Guaranteed Debt shall be subordinated in right of payment to such Restricted Subsidiary's Subsidiary Guarantee with respect to the Notes substantially to the same extent as the Guaranteed Debt is subordinated to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, (iv) such Restricted Subsidiary subordinates rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee to its obligation under its Subsidiary Guarantee, and (v) such Restricted Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that (A) such Subsidiary Guarantee of the Notes has been duly authorized, executed and delivered, and (B) such Subsidiary Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Issuances of Guarantees of Indebtedness. (a) If (x) The Company will not permit any Restricted Subsidiary, other than the Guarantors, directly or indirectly, to secure the payment of any Senior Indebtedness of the Company or and the Company will not, and will not permit any Restricted Subsidiary to, pledge any intercompany notes representing obligations of its any Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiarythe Guarantors) on or after to secure the Issue Date or (y) payment of any Excluded Senior Indebtedness unless in each case such Restricted Subsidiary ceases to meet the definition of Excluded Subsidiary, then that newly acquired or created Domestic Subsidiary or non-Excluded Subsidiary, as applicable, must become a Subsidiary Guarantor simultaneously executes and execute delivers a supplemental indenture to this Indenture providing for a guarantee of payment of the Securities by such Restricted Subsidiary, which guarantee shall be on the same terms as the guarantee of the Senior Indebtedness (substantially in if a guarantee of Senior Indebtedness is granted by any such Restricted Subsidiary) except that the form guarantee of Exhibit D), grant a Second Priority Lien the Securities need not be secured and shall be subordinated to the Trustee on behalf claims against such Restricted Subsidiary in respect of Senior Indebtedness to the same extent as the Securities are subordinated to Senior Indebtedness of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. If the Company becomes a direct or indirect Subsidiary of any new parent entity (other than any direct or indirect parent entity of the Parent) after the Issue Date, then such parent entity must become a Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantorunder this Indenture. (b) The Company shall will not permit any of its Restricted SubsidiariesSubsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of the Securities, on the same terms as the guarantee of such Indebtedness except that (A) such guarantee need not be secured unless required pursuant to Section 1011 hereof, (B) if such Indebtedness is by its terms Senior Indebtedness, any such assumption, guarantee or pledge other liability of such Restricted Subsidiary with respect to such Indebtedness shall be senior to such Restricted Subsidiary's Guarantee of the Securities to the same extent as such Senior Indebtedness is senior to the Securities and (C) if such Indebtedness is by its terms expressly subordinated to the Securities, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary's Guarantee of the Securities at least to the same extent as such Indebtedness is subordinated to the Securities. (c) Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary of the Securities shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets to secure of, such Restricted 128 Subsidiary, which transaction is in compliance with the payment terms of any this Indenture and such Restricted Subsidiary is released from all guarantees, if any, by it of other Indebtedness of the Company or any other Restricted Subsidiary thereof Subsidiaries or (other than a Guarantee or pledge ii) (with respect to any Guarantees created after the date of this Indenture) the release by a Foreign Subsidiary in respect the holders of the Indebtedness of another Foreign Subsidiarythe Company described in clauses (a) unless and (b) above of their security interest or their guarantee by such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously delivers to the Trustee an Opinion (including any deemed release upon payment in full of Counsel and executes and delivers a supplemental indenture all obligations under such Indebtedness), at such time as (substantially in the form of Exhibit DA) providing for the Guarantee no other Indebtedness of the payment of the Notes Company has been secured or guaranteed by such Restricted Subsidiary, which Guarantee shall be senior to as the case may be, or pari passu with such Subsidiary’s Guarantee (B) the holders of all such other Indebtedness and which is secured or guaranteed by a Second Priority Lien on its property and assets constituting Collateral. such Restricted Subsidiary also release their security interest in, or guarantee by such Restricted Subsidiary (c) A Subsidiary Guarantor may not sell or otherwise dispose including any deemed release upon payment in full of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not obligations under such Subsidiary Guarantor is the surviving PersonIndebtedness), another Person, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either:.

Limitation on Issuances of Guarantees of Indebtedness. (a) If (x) The Company will not permit any Restricted Subsidiary, other than the Guarantors, directly or indirectly, to secure the payment of any Senior Indebtedness of the Company or and the Company will not, and will not permit any Restricted Subsidiary to, 119 pledge any intercompany notes representing obligations of its any Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiarythe Guarantors) on or after to secure the Issue Date or (y) payment of any Excluded Senior Indebtedness unless in each case such Restricted Subsidiary ceases to meet the definition of Excluded Subsidiary, then that newly acquired or created Domestic Subsidiary or non-Excluded Subsidiary, as applicable, must become a Subsidiary Guarantor simultaneously executes and execute delivers a supplemental indenture to this Indenture providing for a guarantee of payment of the Securities by such Restricted Subsidiary, which guarantee shall be on the same terms as the guarantee of the Senior Indebtedness (substantially in if a guarantee of Senior Indebtedness is granted by any such Restricted Subsidiary) except that the form guarantee of Exhibit D), grant a Second Priority Lien the Securities need not be secured and shall be subordinated to the Trustee on behalf claims against such Restricted Subsidiary in respect of Senior Indebtedness to the same extent as the Securities are subordinated to Senior Indebtedness of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. If the Company becomes a direct or indirect Subsidiary of any new parent entity (other than any direct or indirect parent entity of the Parent) after the Issue Date, then such parent entity must become a Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantorunder this Indenture. (b) The Company shall will not permit any of its Restricted SubsidiariesSubsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of the Securities, on the same terms as the guarantee of such Indebtedness except that (A) such guarantee need not be secured unless required pursuant to Section 1011 hereof, (B) if such Indebtedness is by its terms Senior Indebtedness, any such assumption, guarantee or pledge other liability of such Restricted Subsidiary with respect to such Indebtedness shall be senior to such Restricted Subsidiary's Guarantee of the Securities to the same extent as such Senior Indebtedness is senior to the Securities and (C) if such Indebtedness is by its terms expressly subordinated to the Securities any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary's Guarantee of the Securities at least to the same extent as such Indebtedness is subordinated to the Securities. (c) Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary of the Securities shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets to secure of, such Restricted Subsidiary, which transaction is in compliance with the payment terms of any this Indenture and such Restricted Subsidiary is released from all guarantees, if any, by it of other Indebtedness of the Company or any other Restricted Subsidiary thereof Subsidiaries or (other than a Guarantee or pledge ii) (with respect to any Guarantees created after the date of this Indenture) the release by a Foreign Subsidiary in respect the holders of the Indebtedness of another Foreign Subsidiarythe Company described in clauses (a) unless and (b) above of their security interest or their guarantee by such Restricted Subsidiary is (including any deemed release upon payment in full of all obligations under such Indebtedness), at a Subsidiary Guarantor or simultaneously delivers to the Trustee an Opinion of Counsel and executes and delivers a supplemental indenture time when (substantially in the form of Exhibit DA) providing for the Guarantee no other Indebtedness of the payment of the Notes Company has been secured or guaranteed by such Restricted Subsidiary, which Guarantee shall be senior to as the case may be, or pari passu with such Subsidiary’s Guarantee (B) the holders of all such other Indebtedness and which is secured or guaranteed by a Second Priority Lien on its property and assets constituting Collateral. such Restricted Subsidiary also release their security interest in, or 133 guarantee by such Restricted Subsidiary (c) A Subsidiary Guarantor may not sell or otherwise dispose including any deemed release upon payment in full of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not obligations under such Subsidiary Guarantor is the surviving PersonIndebtedness), another Person, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either:.

Limitation on Issuances of Guarantees of Indebtedness. (a) If The Company will not permit any Restricted Subsidiary to incur any Guaranteed Debt, other than Guaranteed Debt in respect of Senior Indebtedness of the Company; PROVIDED that, concurrently with the incurrence of such Guaranteed Debt by any Restricted Subsidiary, the Restricted Subsidiary incurring such Guaranteed Debt (xif it is not a Guarantor) shall execute a supplemental indenture setting forth such Restricted Subsidiary's senior subordinated guarantee of the Notes, such guarantee to be on the same terms as each Guarantor's Guarantee of the Notes. Neither the Company nor any Guarantor shall be required to make a notation on the Notes or the Guarantees to reflect such Guarantee. In connection with such Guarantee of the Notes, such Restricted Subsidiary shall waive, and agree that it will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any Guarantor as a result of its any payment by such Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Issue Date or (y) any Excluded Subsidiary ceases to meet the definition of Excluded Subsidiary, then that newly acquired or created Domestic Subsidiary or non-Excluded Subsidiary, as applicable, must become a Subsidiary Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as with respect to such Guarantor. If the Company becomes a direct or indirect Subsidiary of any new parent entity (other than any direct or indirect parent entity of the Parent) after the Issue Date, then such parent entity must become a Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such GuarantorGuaranteed Debt. (b) The Company shall United will not permit incur any of its Restricted Subsidiaries, directly Guaranteed Debt with respect to any Pari Passu indebtedness or indirectly, to Guarantee or pledge any assets to secure the payment of any other Subordinated Indebtedness of the Company or any other Restricted Subsidiary thereof (other than a Guarantee or pledge by a Foreign Subsidiary in respect of Indebtedness of another Foreign Subsidiary) unless such Restricted Subsidiary Guaranteed Debt is a Subsidiary Guarantor or simultaneously delivers subordinated (at least to the Trustee an Opinion extent that Notes are subordinated in right of Counsel and executes and delivers a supplemental indenture payment to Senior Indebtedness) in right of payment to (substantially or, in the form case of Exhibit DGuaranteed Debt with respect to Pari Passu Indebtedness, is PARI PASSU in right of payment with) providing for the United's Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness and secured by a Second Priority Lien on its property and assets constituting CollateralNotes. (c) A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all The Company will cause each of its assets todomestic Restricted Subsidiaries which incurs any Indebtedness, other than the Joint Venture and any Securitization Subsidiary that has entered into or consolidate established a Permitted Receivables Securitization Program, simultaneously with the first incurrence of any Indebtedness, to execute a supplemental indenture providing for a Guarantee of the Notes on the same terms as each Guarantor's Guarantee of the Notes, including, without limitation, the waiver and agreement referred to in the last sentence of paragraph (a) above. Neither the Company nor any Guarantor shall be required to make a notation on the Notes or merge with or into (whether or not the Guarantees to reflect such Subsidiary Guarantor is the surviving Person), another Person, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either:Guarantee.

Limitation on Issuances of Guarantees of Indebtedness. (a) If (x) the The Company will not cause or permit any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Issue Date or (y) any Excluded Subsidiary ceases to meet the definition of Excluded Subsidiary, then that newly acquired or created Domestic Subsidiary or non-Excluded Subsidiary, as applicable, must become which is not a Subsidiary Guarantor and execute a supplemental indenture (substantially in the form of Exhibit DGuarantor), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. If the Company becomes a direct or indirect Subsidiary of any new parent entity (other than any direct or indirect parent entity of the Parent) after the Issue Date, then such parent entity must become a Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. (b) The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company or any Restricted Subsidiary or become directly liable under any Indebtedness pursuant to clause (1) of the definition of "Permitted Indebtedness" unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of the Securities on the same terms as the guarantee of such Indebtedness except that (1) such guarantee need not be secured unless required pursuant to Section 1011; and (2) if such Indebtedness is by its terms expressly subordinated to the Securities, any such assumption, guarantee or pledge other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary's Guarantee of the Securities at least to the same extent as such Indebtedness is subordinated to the Securities. (b) Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary of the Securities shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon (1) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets to secure of, such Restricted Subsidiary, or the payment designation of any such Restricted Subsidiary as an Unrestricted Subsidiary, which transaction is in compliance with the terms of this Indenture and such 114 Restricted Subsidiary is released from all guarantees, if any, by it of other Indebtedness of the Company or any other Restricted Subsidiary thereof Subsidiaries; and (other than a Guarantee or pledge 2) with respect to any Guarantees created after the date of this Indenture, the release by a Foreign Subsidiary in respect the holders of the Indebtedness of another Foreign Subsidiarythe Company described in clause (a) unless above of their security interest or their guarantee by such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously delivers to the Trustee an Opinion (including any deemed release upon payment in full of Counsel and executes and delivers a supplemental indenture all obligations under such Indebtedness), at such time as (substantially in the form of Exhibit DA) providing for the Guarantee no other Indebtedness of the payment of the Notes Company has been secured or guaranteed by such Restricted Subsidiary, which Guarantee shall be senior to as the case may be, or pari passu with such Subsidiary’s Guarantee (B) the holders of all such other Indebtedness and which is secured or guaranteed by a Second Priority Lien on its property and assets constituting Collateralsuch Restricted Subsidiary also release their security interest in or guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness). (c3) A Subsidiary Guarantor may not sell the defeasance of the Securities as provided under Section 402 or otherwise dispose Section 403 or satisfaction and discharge of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, unless:Securities as provided under Article Twelve; or (i4) immediately after giving effect to the dissolution or liquidation of a Guarantor that transaction, no Default or Event of Default exists; and (ii) either:is permitted under this Indenture.