PRINCIPAL AMOUNT OF ALL
NOTES THEN OUTSTANDING AND ALL OTHER SUBSIDIARY GUARANTEED OBLIGATIONS THEN DUE
AND OWING.
IN ADDITION, THE COMPANY WILL HAVE THE RIGHT, UPON 30 DAYS' NOTICE
TO THE TRUSTEE, TO CAUSE ANY SUBSIDIARY GUARANTOR THAT HAS NOT GUARANTEED
PAYMENT OF ANY INDEBTEDNESS OF THE COMPANY OR ANY SUBSIDIARY GUARANTOR UNDER
CREDIT FACILITIES OR CAPITAL MARKETS SECURITIES TO BE UNCONDITIONALLY RELEASED
FROM ALL OBLIGATIONS UNDER ITS SUBSIDIARY GUARANTEE, AND SUCH SUBSIDIARY
GUARANTEE SHALL THEREUPON TERMINATE AND BE DISCHARGED AND OF NO FURTHER FORCE OR
EFFECT.
Upon any such occurrence specified in this Section 1303, the Trustee shall
execute any documents reasonably requested by the Company in order to evidence
such release, discharge and termination in respect of the applicable Subsidiary
Guarantee.
SECTION 1304
[RESERVED].
SECTION 1305
WAIVER OF SUBROGATION.
EACH SUBSIDIARY GUARANTOR HEREBY
IRREVOCABLY WAIVES ANY CLAIM OR OTHER RIGHTS THAT IT MAY NOW OR HEREAFTER
ACQUIRE AGAINST THE COMPANY THAT ARISE FROM THE EXISTENCE, PAYMENT, PERFORMANCE
OR ENFORCEMENT OF THE COMPANY'S OBLIGATIONS UNDER THE NOTES AND THIS INDENTURE
OR SUCH SUBSIDIARY GUARANTOR'S OBLIGATIONS UNDER ITS SUBSIDIARY GUARANTEE AND
THIS INDENTURE, INCLUDING ANY RIGHT OF SUBROGATION, REIMBURSEMENT, EXONERATION,
INDEMNIFICATION, AND ANY RIGHT TO PARTICIPATE IN ANY CLAIM OR REMEDY OF ANY
HOLDER OF NOTES AGAINST THE COMPANY, WHETHER OR NOT SUCH CLAIM, REMEDY OR RIGHT
ARISES IN EQUITY, OR UNDER CONTRACT, STATUTE OR COMMON LAW, UNTIL THIS INDENTURE
IS DISCHARGED AND ALL OF THE NOTES ARE DISCHARGED AND PAID IN FULL.
IF ANY
AMOUNT SHALL BE PAID TO ANY SUBSIDIARY GUARANTOR IN VIOLATION OF THE PRECEDING
SENTENCE AND THE NOTES SHALL NOT HAVE BEEN PAID IN FULL, SUCH AMOUNT SHALL BE
DEEMED TO HAVE BEEN PAID TO SUCH SUBSIDIARY GUARANTOR FOR THE BENEFIT OF, AND
HELD IN TRUST FOR THE BENEFIT OF, THE HOLDERS OF THE NOTES, AND SHALL FORTHWITH
BE PAID TO THE TRUSTEE FOR THE BENEFIT OF SUCH HOLDERS TO BE CREDITED AND
APPLIED UPON THE NOTES, WHETHER MATURED OR UNMATURED, IN ACCORDANCE WITH THE
TERMS OF THIS INDENTURE.
SECTION 1306
NOTATION NOT REQUIRED.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY GUARANTOR SHALL BE REQUIRED TO MAKE A NOTATION ON THE NOTES TO
REFLECT ANY SUBSIDIARY GUARANTEE OR ANY RELEASE, TERMINATION OR DISCHARGE
THEREOF.
SECTION 1307
SUCCESSORS AND ASSIGNS OF SUBSIDIARY GUARANTORS.
ALL
COVENANTS AND AGREEMENTS IN THIS INDENTURE BY EACH SUBSIDIARY GUARANTOR SHALL
BIND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, WHETHER SO EXPRESSED OR NOT.
SECTION 1308
EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.
THE
COMPANY SHALL CAUSE EACH RESTRICTED SUBSIDIARY THAT IS REQUIRED TO BECOME A
SUBSIDIARY GUARANTOR PURSUANT TO SECTION 414, AND EACH SUBSIDIARY OF THE COMPANY
THAT THE COMPANY CAUSES TO BECOME A
H-121
SUBSIDIARY GUARANTOR PURSUANT TO SECTION 414, TO PROMPTLY EXECUTE AND DELIVER TO
THE TRUSTEE A SUPPLEMENTAL INDENTURE SUBSTANTIALLY IN THE FORM SET FORTH IN
EXHIBIT E TO THIS INDENTURE, OR OTHERWISE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE TRUSTEE, EVIDENCING ITS SUBSIDIARY GUARANTEE ON
SUBSTANTIALLY THE TERMS SET FORTH IN THIS ARTICLE XIII.
CONCURRENTLY THEREWITH,
THE COMPANY SHALL DELIVER