Common use of Limitation on Subsidiary Guarantees Clause in Contracts

Limitation on Subsidiary Guarantees. Permit any Subsidiary to Guarantee the payment of any Indebtedness of the Borrower unless: (i) such Subsidiary simultaneously executes and delivers to the Administrative Agent a Subsidiary Guarantee of such Subsidiary, except that, with respect to a Guarantee of Indebtedness of the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Subsidiary Guarantee with respect to the Loans and such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations; (ii) such 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 Borrower or any other Subsidiary of the Borrower as a result of any payment by such Subsidiary under its Subsidiary Guarantee of the Loans and other Obligations; and (iii) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, that this Section shall not be applicable to any Guarantee of any Subsidiary that (A) existed at the time such Person became a Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this Agreement, in the event a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or a Subsidiary of the Borrower, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Section 8.2(d) and (2) the Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee which resulted in the creation of such Subsidiary Guarantee, except by or as a result of payment under such Guarantee.

Limitation on Subsidiary Guarantees. Permit (a) The Company shall not permit any of its Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Domestic Subsidiaries if such non-Wholly Owned Domestic Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Company or any Restricted Subsidiary or guarantee all or a portion of, or are a co-borrower under, the Credit Agreement), other than a Subsidiary Guarantor, to Guarantee the payment of of, assume, or in any other manner become liable with respect to any Indebtedness of under the Borrower Credit Agreement, in each case, unless: (i1) such Restricted Subsidiary simultaneously within 60 days executes and delivers a supplemental indenture to the Administrative Agent this Indenture providing for a Subsidiary senior Guarantee of by such Restricted Subsidiary, except that, with respect to a Guarantee of Indebtedness of the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Subsidiary Guarantee with respect to the Loans and such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations;; and (ii2) such Restricted Subsidiary waives, 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 Borrower Company or any other Restricted Subsidiary of the Borrower as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until payment in full of the Loans and other ObligationsObligations under this Indenture; and (iii) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, provided that this Section 3.7 shall not be applicable (i) to any Guarantee guarantee of any Restricted Subsidiary that (A) existed at the time such Person became a Restricted Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this AgreementRestricted Subsidiary, or (ii) in the event that the Guarantee of the Issuer’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. (b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or become a Subsidiary of the BorrowerGuarantor, in which case, such Subsidiary shall not be required to comply with the 60-day period described in Section 3.7(a). (c) If any Subsidiary Guarantor will becomes an Immaterial Subsidiary, the Company shall have the right, by execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be released from its obligations under its a Subsidiary Guarantor, subject to the requirement described in the first paragraph above that such Subsidiary shall be required to become a Subsidiary Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); provided, further, that such Immaterial Subsidiary shall not be permitted to Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Section 8.2(d) and (2) the Credit Agreement, unless it again becomes a Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee which resulted in the creation of such Subsidiary Guarantee, except by or as a result of payment under such GuaranteeGuarantor.

Limitation on Subsidiary Guarantees. Permit (a) The Company shall not permit any of its Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Domestic Subsidiaries if such non-Wholly Owned Domestic Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Company or any Restricted Subsidiary or guarantee all or a portion of, or are a co-borrower under, the Credit Agreement), other than a Subsidiary Guarantor, to Guarantee the payment of of, assume, or in any other manner become liable with respect to any Indebtedness of under the Borrower Credit Agreement, in each case, unless: (i1) such Restricted Subsidiary simultaneously within 60 days executes and delivers a supplemental indenture to the Administrative Agent this Indenture providing for a Subsidiary senior Guarantee of by such Restricted Subsidiary, except that, with respect to a Guarantee of Indebtedness of the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Subsidiary Guarantee with respect to the Loans and such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations;; and (ii2) such Restricted Subsidiary waives, 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 Borrower Company or any other Restricted Subsidiary of the Borrower as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until payment in full of the Loans and other ObligationsObligations under this Indenture; and (iii) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, provided that this Section 3.7 shall not be applicable (i) to any Guarantee guarantee of any Restricted Subsidiary that (A) existed at the time such Person became a Restricted Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this AgreementRestricted Subsidiary, or (ii) in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. (b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or become a Subsidiary of the BorrowerGuarantor, in which case, such Subsidiary Guarantor will shall not be required to comply with the 60-day period set forth in Section 3.7(a), and such Guarantee may be released from its obligations under its Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Section 8.2(d) and (2) the Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee which resulted at any time in the creation Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary at the time of the release of such Guarantee, assuming such Subsidiary were not a Guarantor at such time. (c) If any Subsidiary Guarantor becomes an Immaterial Subsidiary, the Company shall have the right, by execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be a Subsidiary Guarantor, subject to the requirement described in the first paragraph above that such Subsidiary shall be required to become a Subsidiary Guarantor if it ceases to be an Immaterial Subsidiary (except by that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or as execute a result supplemental indenture); provided, further, that such Immaterial Subsidiary shall not be permitted to Guarantee, or become a co-borrower under, the Credit Agreement, or other capital markets debt securities of payment under such Guaranteethe Company or any Restricted Subsidiary, unless it again becomes a Subsidiary Guarantor.

Limitation on Subsidiary Guarantees. Permit (a) The Company shall not permit any of its Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Domestic Subsidiaries if such non-Wholly Owned Domestic Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Company or any Restricted Subsidiary or guarantee all or a portion of, or are a co-borrower under, the Credit Agreement), other than a Subsidiary Guarantor, to Guarantee the payment of of, assume, or in any other manner become liable with respect to any Indebtedness of under the Borrower Credit Agreement, in each case, unless: (i1) such Restricted Subsidiary simultaneously within 60 days executes and delivers a supplemental indenture to the Administrative Agent this Indenture providing for a Subsidiary senior Guarantee of by such Restricted Subsidiary, except that, with respect to a Guarantee of Indebtedness of the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Subsidiary Guarantee with respect to the Loans and such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations;; and (ii2) such Restricted Subsidiary waives, 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 Borrower Company or any other Restricted Subsidiary of the Borrower as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until payment in full of the Loans and other ObligationsObligations under this Indenture; and (iii) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, provided that this Section 3.7 shall not be applicable (i) to any Guarantee guarantee of any Restricted Subsidiary that (A) existed at the time such Person became a Restricted Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this AgreementRestricted Subsidiary, or (ii) in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. (b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or become a Subsidiary of the BorrowerGuarantor, in which case, such Subsidiary shall not be required to comply with the 60-day period described in Section 3.7(a). (c) If any Subsidiary Guarantor will becomes an Immaterial Subsidiary, the Company shall have the right, by execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be released from its obligations under its a Subsidiary Guarantor, subject to the requirement described in the first paragraph above that such Subsidiary shall be required to become a Subsidiary Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); provided, further, that such Immaterial Subsidiary shall not be permitted to Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Section 8.2(d) and (2) the Credit Agreement, unless it again becomes a Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee which resulted in the creation of such Subsidiary Guarantee, except by or as a result of payment under such GuaranteeGuarantor.

Limitation on Subsidiary Guarantees. Permit any Subsidiary to Guarantee the payment of any Indebtedness of the Borrower unless: (ia) such Subsidiary simultaneously executes and delivers to the Administrative Agent a Subsidiary Guarantee of such Subsidiary, Subsidiary except that, with respect to a Guarantee of Indebtedness of the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s 's Subsidiary Guarantee with respect to the Loans and such other Obligations obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligationsobligations; (iib) such Subsidiary waives, waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of or reimbursement, indemnity or subrogation or any other rights against the Borrower or any other Subsidiary of the Borrower as a result of any payment by such Subsidiary under its Subsidiary Guarantee of the Loans and other Obligations; and (iiic) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (Ai) such Subsidiary Guarantee has been duly executed and authorized and (Bii) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws 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; provided, provided that this Section shall not be applicable to any Guarantee of any Subsidiary that (A) existed at the time such Person became a Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this Agreement, in the event a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or a Subsidiary of the Borrower, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Section 8.2(d) 6.4 and (2) the Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee Guarantee, which resulted in the creation of such Subsidiary Guarantee, except by or as a result of payment under such Guarantee.

Limitation on Subsidiary Guarantees. Permit any Subsidiary to Guarantee the payment of any Indebtedness of the Borrower unless: (i) such Subsidiary simultaneously executes and delivers to the Administrative Agent a Subsidiary Guarantee of such Subsidiary, except that, with respect to a Guarantee of Indebtedness of the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s 's Subsidiary Guarantee with respect to the Loans and such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations; (ii) such 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 Borrower or any other Subsidiary of the Borrower as a result of any payment by such Subsidiary under its Subsidiary Guarantee of the Loans and other Obligations; and (iii) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws 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; provided, provided that this Section shall not be applicable to any Guarantee of any Subsidiary that (A) existed at the time such Person became a Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this Agreement, in the event a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or a Subsidiary of the Borrower, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Section 8.2(d8.02(d) and (2) the Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee which resulted in the creation of such Subsidiary Guarantee, except by or as a result of payment under such Guarantee.

Limitation on Subsidiary Guarantees. Permit (a) The Company shall not permit any of its Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Domestic Subsidiaries if such non-Wholly Owned Domestic Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Company or any Restricted Subsidiary or guarantee all or a portion of, or are a co-borrower under, the Credit Agreement), other than a Subsidiary Guarantor, to Guarantee the payment of of, assume, or in any other manner become liable with respect to any Indebtedness of under the Borrower Credit Agreement, in each case, unless: (i1) such Restricted Subsidiary simultaneously within 60 days executes and delivers a supplemental indenture to the Administrative Agent this Indenture providing for a Subsidiary senior Guarantee of by such Restricted Subsidiary, except that, with respect to a Guarantee of Indebtedness of the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Subsidiary Guarantee with respect to the Loans and such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations;; and (ii2) such Restricted Subsidiary waives, 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 Borrower Company or any other Restricted Subsidiary of the Borrower as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until payment in full of the Loans and other ObligationsObligations under this Indenture; and (iii) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, provided that this Section 3.7 shall not be applicable (i) to any Guarantee guarantee of any Restricted Subsidiary that (A) existed at the time such Person became a Restricted Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this AgreementRestricted Subsidiary, or (ii) in the event that the Guarantee of the Issuer’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. (b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or become a Subsidiary of the BorrowerGuarantor, in which case, such Subsidiary Guarantor will shall not be required to comply with the 60-day period set forth in Section 3.7(a), and such Guarantee may be released from its obligations under its Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Section 8.2(d) and (2) the Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee which resulted at any time in the creation Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary at the time of the release of such Guarantee, assuming such Subsidiary were not a Guarantor at such time. (c) If any Subsidiary Guarantor becomes an Immaterial Subsidiary, the Company shall have the right, by execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be a Subsidiary Guarantor, subject to the requirement described in the first paragraph above that such Subsidiary shall be required to become a Subsidiary Guarantor if it ceases to be an Immaterial Subsidiary (except by that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or as execute a result supplemental indenture); provided, further, that such Immaterial Subsidiary shall not be permitted to Guarantee, or become a co-borrower under, the Credit Agreement, or other capital markets debt securities of payment under such Guaranteethe Company or any Restricted Subsidiary, unless it again becomes a Subsidiary Guarantor.

Limitation on Subsidiary Guarantees. Permit any Subsidiary to Guarantee the payment of any Indebtedness of the Borrower unless: (i) such Subsidiary simultaneously executes and delivers to the Administrative Agent a Subsidiary Guarantee of such Subsidiary, except that, with respect to a Guarantee of Indebtedness of the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s 's Subsidiary Guarantee with respect to the Loans and such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations; (ii) such 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 Borrower or any other Subsidiary of the Borrower as a result of any payment by such Subsidiary under its Subsidiary Guarantee of the Loans and other Obligations; and (iii) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws 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; provided, provided that this Section shall not be applicable to any Guarantee of any Subsidiary that (A) existed at the time such Person became a Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this Agreement, in the event a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or a Subsidiary of the Borrower, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Section 8.2(d) and (2) the Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee which resulted in the creation of such Subsidiary Guarantee, except by or as a result of payment under such Guarantee.

Limitation on Subsidiary Guarantees. Permit (a) If the Escrow Release Conditions are satisfied on the Escrow Release Date, the Company shall cause each of the Initial Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which such Initial Guarantors shall Guarantee the Guaranteed Obligations (as defined below) under the Indenture and the Notes on the terms and subject to the conditions set forth in Article X of this Indenture. Upon satisfaction of the Escrow Release Conditions, on and after the Escrow Release Date, the Company shall not permit any of its Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Domestic Subsidiaries if such non-Wholly Owned Domestic Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Company or any Restricted Subsidiary or guarantee all or a portion of, or are a co-borrower under, the Credit Agreement), other than a Subsidiary Guarantor, to Guarantee the payment of of, assume, or in any other manner become liable with respect to any Indebtedness of under the Borrower Credit Agreement, in each case, unless: (i1) such Restricted Subsidiary simultaneously within 60 days executes and delivers a supplemental indenture to the Administrative Agent this Indenture providing for a Subsidiary senior Guarantee of by such Restricted Subsidiary, except that, with respect to a Guarantee of Indebtedness of the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Subsidiary Guarantee with respect to the Loans and such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations;; and (ii2) such Restricted Subsidiary waives, 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 Borrower Company or any other Restricted Subsidiary of the Borrower as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until payment in full of the Loans and other ObligationsObligations under this Indenture; and (iii) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, provided that this Section 3.5 shall not be applicable (i) to any Guarantee guarantee of any Restricted Subsidiary that (A) existed at the time such Person became a Restricted Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this AgreementRestricted Subsidiary, or (ii) in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. (b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or become a Subsidiary of the BorrowerGuarantor, in which case, such Subsidiary shall not be required to comply with the 60-day period described in Section 3.5(a). (c) If any Subsidiary Guarantor will becomes an Immaterial Subsidiary, the Company shall have the right, by execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be released from its obligations under its a Subsidiary Guarantor, subject to the requirement described in the first paragraph above that such Subsidiary shall be required to become a Subsidiary Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); provided, further, that such Immaterial Subsidiary shall not be permitted to Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Section 8.2(d) and (2) the Credit Agreement, unless it again becomes a Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee which resulted in the creation of such Subsidiary Guarantee, except by or as a result of payment under such GuaranteeGuarantor.

Limitation on Subsidiary Guarantees. Permit (a) The Company will not permit any Restricted Subsidiary (other than a Receivables Entity) to Guarantee the payment of any Indebtedness of the Borrower Company or any Subsidiary Guarantor (other than a Receivable Entity) unless: (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture (which supplemental indenture may be in the form of Exhibit C hereto or such other form as shall be reasonably satisfactory to the Administrative Agent Trustee) pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a Subsidiary Guarantee of such Subsidiaryjoint and several basis, except that, with respect to a Guarantee of Indebtedness the full and prompt payment of the Borrower principal of, premium, if any, and interest (including Additional Interest, if any) on the Securities and all other obligations under this Indenture on a senior basis except that if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other ObligationsSecurities, any such Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Subsidiary Guarantee with respect to the Loans and such other Obligations Securities substantially to the same extent as such Indebtedness is subordinated to the Loans and such other ObligationsSecurities or the Subsidiary Guarantee, as the case may be; (ii) such Restricted Subsidiary waives, waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of or reimbursement, indemnity or subrogation or any other rights against the Borrower Company or any other Restricted Subsidiary of the Borrower as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee of the Loans and other ObligationsSecurities; and (iii) such Restricted Subsidiary shall deliver to the Administrative Agent Trustee an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws 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; provided, provided that this Section paragraph (a) shall not be applicable to any Guarantee of any Restricted Subsidiary that (A) existed at the time such Person became a Restricted Subsidiary of the Borrower Company and (B) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the BorrowerCompany. Notwithstanding The obligations of each Subsidiary Guarantor will be limited to the foregoing maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees of Indebtedness) 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 provisions Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of this Agreement, in such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. In the event a Subsidiary Guarantor is sold or Disposed disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower Company or a Restricted Subsidiary of the BorrowerCompany, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if if: (1i) the sale or other Disposition disposition is in compliance with this Indenture, including Section 8.2(d3.5 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 5.1; and (ii) all the obligations of such Subsidiary Guarantor under all Credit Facilities and related documentation, and any other agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. 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 Facilities 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 5.2 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 Section 5.2(b), then the Subsidiary Guarantee of such Subsidiary Guarantor is also shall be automatically and unconditionally released or discharged discharged. In addition, a Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee if the Guarantee which resulted in the creation of Company designates such Subsidiary Guaranteeas an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture or in connection with any legal defeasance of the Securities or upon satisfaction and discharge of this Indenture, except by or as a result each in accordance with the terms of payment under such Guaranteethis Indenture.

Limitation on Subsidiary Guarantees. Permit The Company will not permit any Subsidiary Restricted Subsidiary, directly or indirectly, to Guarantee the payment of guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Borrower Company unless: (ia) such Restricted Subsidiary simultaneously executes and delivers to the Administrative Agent a Subsidiary Guarantee in the form of such Subsidiary, except that, with respect to Exhibit A hereto providing for a Guarantee of Indebtedness all of the Borrower Company's obligations under the Loans and this Agreement on terms substantially similar to the guarantee of such Indebtedness; PROVIDED that if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other ObligationsLoans, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Subsidiary 's assumption, Guarantee or other liability with respect to the Loans and such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations;Loans; and (iib) such Restricted Subsidiary waives, and will not in any manner whatsoever claim or to take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Borrower Company or any other Restricted Subsidiary of the Borrower as a result of any payment by such Restricted Subsidiary under its Guarantee; PROVIDED, HOWEVER, that any Subsidiary may Guarantee Permitted Vehicle Indebtedness without complying with the foregoing covenant. Notwithstanding the foregoing, any Guarantee of all of the Company's obligations under the Loans and other Obligations; andthis Agreement by a Restricted Subsidiary may provide by its terms that it will be automatically and unconditionally released and discharged upon: (iiii) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a validany sale, binding and enforceable obligation of such Subsidiaryexchange or transfer, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, that this Section shall not be applicable to any Guarantee of any Subsidiary that (A) existed at the time such Person became a Subsidiary not an Affiliate of the Borrower Company, of all of the Company's and (B) was not incurred in connection witheach Restricted Subsidiary's Equity Interests in, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this Agreement, in the event a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its the assets of, such Restricted Subsidiary (other than by lease) and whether which sale, exchange or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which transfer is not prohibited by this Agreement); or (ii) the Borrower release or a Subsidiary discharge of the Borrower, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Section 8.2(d) and (2) the Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guaranteeguarantee.

Limitation on Subsidiary Guarantees. Permit (a) The Company shall not permit any of its Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Domestic Subsidiaries if such non-Wholly Owned Domestic Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Company or any Restricted Subsidiary or guarantee all or a portion of, or are a co-borrower under, the Credit Agreement), other than a Subsidiary Guarantor, to Guarantee the payment of of, assume, or in any other manner become liable with respect to any Indebtedness of under the Borrower Credit Agreement, in each case, unless: (i1) such Restricted Subsidiary simultaneously within 60 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary and joinders to the Administrative Agent a Subsidiary Guarantee of such SubsidiarySecurity Documents or new Security Documents, except thatas applicable, together with respect to a Guarantee of Indebtedness of any other filings and agreements required by the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Subsidiary Guarantee Security Documents as have been filed with respect to the Loans and Credit Agreement to create or perfect the security interests for the benefit of the Holders of the Notes in the Collateral of such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations;Restricted Subsidiary; and (ii2) such Restricted Subsidiary waives, 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 Borrower Company or any other Restricted Subsidiary of the Borrower as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until payment in full of the Loans and other Obligations; and (iii) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, Obligations under this Indenture. provided that this Section 3.7 shall not be applicable (i) to any Guarantee guarantee of any Restricted Subsidiary that (A) existed at the time such Person became a Restricted Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this AgreementRestricted Subsidiary, or (ii) in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. (b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or become a Subsidiary of the BorrowerGuarantor, in which case, such Subsidiary shall not be required to comply with the 60-day period set forth in Section 3.7(a). (c) If any Subsidiary Guarantor will becomes an Immaterial Subsidiary, the Company shall have the right, by execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be released from its obligations under its a Subsidiary Guarantee Guarantor, subject to the requirement described in the first paragraph above that such Subsidiary shall be required to become a Subsidiary Guarantor if it ceases to be an Immaterial Subsidiary (1) except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); provided, further, that such Immaterial Subsidiary shall not be permitted to Guarantee, or become a co-borrower under, the sale Credit Agreement or other Disposition is in compliance with Section 8.2(d) and (2) capital markets debt securities of the Company or any Restricted Subsidiary, unless it again becomes a Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee which resulted in the creation of such Subsidiary Guarantee, except by or as a result of payment under such GuaranteeGuarantor.

Limitation on Subsidiary Guarantees. Permit (a) The Company will not permit any Restricted Subsidiary (other than a Receivables Entity) to Guarantee the payment of any Indebtedness of the Borrower Company or any Subsidiary Guarantor (other than a Receivable Entity) unless: (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture (which supplemental indenture may be in the form of Exhibit C hereto or such other form as shall be reasonably satisfactory to the Administrative Agent Trustee) pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a Subsidiary Guarantee of such Subsidiaryjoint and several basis, except that, with respect to a Guarantee of Indebtedness the full and prompt payment of the Borrower principal of, premium, if any, and interest (including Additional Interest, if any) on the Securities and all other obligations of the Company under this Indenture on a senior basis except that if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other ObligationsSecurities, any such Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Subsidiary Guarantee with respect to the Loans and such other Obligations Securities substantially to the same extent as such Indebtedness is subordinated to the Loans and such other ObligationsSecurities or the Subsidiary Guarantee, as the case may be; (ii) such Restricted Subsidiary waives, 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 Borrower Company or any other Restricted Subsidiary of the Borrower as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee of the Loans and other ObligationsSecurities; and (iii) such Restricted Subsidiary shall deliver to the Administrative Agent Trustee an opinion Opinion of counsel Counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws 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; provided, provided that this Section paragraph (a) shall not be applicable to any Guarantee of any Restricted Subsidiary that (A1) existed at the time such Person became a Restricted Subsidiary of the Borrower Company and (B2) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the BorrowerCompany. Notwithstanding the foregoing and the other provisions The obligations of this Agreement, in the event a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or a Subsidiary of the Borrower, such each Subsidiary Guarantor will be released 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 of Indebtedness) and after giving effect to any collections from its 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 if (1) the sale or other Disposition is in compliance with Section 8.2(d) and (2) the Subsidiary Guarantor is also released or discharged from pursuant to its contribution obligations under the Guarantee which resulted this Indenture, result in the creation obligations of such Subsidiary Guarantee, except by Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or as a result fraudulent transfer under federal or state law. Each Subsidiary Guarantee shall be released in accordance with the provisions of payment the Indenture described under such GuaranteeArticle XI.

Limitation on Subsidiary Guarantees. Permit (a) The Company will not permit any Restricted Subsidiary (other than a Receivables Entity) to Guarantee the payment of any Indebtedness of the Borrower Company or any Subsidiary Guarantor (other than a Receivable Entity) unless: (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture (which supplemental indenture may be in the form of Exhibit C hereto or such other form as shall be reasonably satisfactory to the Administrative Agent Trustee) pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a Subsidiary Guarantee of such Subsidiaryjoint and several basis, except that, with respect to a Guarantee of Indebtedness the full and prompt payment of the Borrower principal of, premium, if any, and interest (including Additional Interest, if any) on the Securities and all other obligations of the Company under this Indenture on a senior basis except that if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other ObligationsSecurities, any such Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Subsidiary Guarantee with respect to the Loans and such other Obligations Securities substantially to the same extent as such Indebtedness is subordinated to the Loans and such other ObligationsSecurities or the Subsidiary Guarantee, as the case may be; (ii) such Restricted Subsidiary waives, waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of or reimbursement, indemnity or subrogation or any other rights against the Borrower Company or any other Restricted Subsidiary of the Borrower as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee of the Loans and other ObligationsSecurities; and (iii) such Restricted Subsidiary shall deliver to the Administrative Agent Trustee an opinion Opinion of counsel Counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws 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; provided, provided that this Section paragraph (a) shall not be applicable to any Guarantee of any Restricted Subsidiary that (A1) existed at the time such Person became a Restricted Subsidiary of the Borrower Company and (B2) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the BorrowerCompany. Notwithstanding the foregoing and the other provisions The obligations of this Agreement, in the event a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or a Subsidiary of the Borrower, such each Subsidiary Guarantor will be released 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 of Indebtedness) and after giving effect to any collections from its 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 if (1) the sale or other Disposition is in compliance with Section 8.2(d) and (2) the Subsidiary Guarantor is also released or discharged from pursuant to its contribution obligations under the Guarantee which resulted this Indenture, result in the creation obligations of such Subsidiary Guarantee, except by Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or as a result fraudulent transfer under federal or state law. Each Subsidiary Guarantee shall be released in accordance with the provisions of payment the Indenture described under such GuaranteeArticle XI.