Common use of Future Subsidiary Guarantors Clause in Contracts

Future Subsidiary Guarantors. The Company shall not cause or permit (a) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary), directly or indirectly, to Guarantee any Indebtedness of the Company or any Subsidiary Guarantor, (b) any Foreign Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company or any Subsidiary Guarantor or (c) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary) to Incur Credit Facility Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor or within 10 Business Days of Incurring or Guaranteeing such Indebtedness executes and delivers to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors and delivers to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee Agreement complies with the requirements of this Section 4.11 and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary.

Future Subsidiary Guarantors. The Company shall not cause or permit each Restricted Subsidiary (except an Exempt Foreign Subsidiary) that: (a) any of its Restricted Subsidiaries (other than a Foreign Subsidiary Incurs Indebtedness or a Receivables Subsidiary), directly or indirectly, to Guarantee any Indebtedness of issues Preferred Stock following the Company or any Subsidiary Guarantor, Issue Date; or (b) any Foreign Subsidiary, directly has Indebtedness or indirectly, to Guarantee any Indebtedness of Preferred Stock outstanding on the Company or any Subsidiary Guarantor or (c) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary) to Incur Credit Facility Indebtedness unless date on which such Restricted Subsidiary is becomes a Subsidiary Guarantor or within 10 Business Days of Incurring or Guaranteeing such Indebtedness executes Restricted Subsidiary, to execute and delivers deliver to the Trustee a Guarantee Agreement supplemental indenture providing for a Subsidiary Guaranty pursuant to which Section 14.06 at the time such Restricted Subsidiary Incurs such Indebtedness or becomes a Restricted Subsidiary; provided, however, that such Restricted Subsidiary shall Guarantee payment not be required to deliver a supplemental indenture providing for a Subsidiary Guaranty if the aggregate amount of the Securities on the same terms such Indebtedness or Preferred Stock, together with all other Indebtedness and conditions Preferred Stock then outstanding among Restricted Subsidiaries (including Exempt Foreign Subsidiaries) that are not Subsidiary Guarantors, is less than $10.0 million. Any Subsidiary Guarantor that no longer has any outstanding Indebtedness or Preferred Stock or that again qualifies as those set forth an Exempt Foreign Subsidiary shall be released from and relieved of its obligations under its Subsidiary Guaranty upon execution and delivery of a supplemental indenture in this Indenture and applicable form satisfactory to the other Subsidiary Guarantors and delivers to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee Agreement complies with the requirements of this Section 4.11 and constitutes a valid, binding and enforceable obligation of such Restricted SubsidiaryTrustee.

Future Subsidiary Guarantors. The Company shall will cause each Wholly Owned Subsidiary (x) that is a Domestic Subsidiary and not cause an Excluded Subsidiary or permit (ay) that guarantees or becomes a borrower under any First Lien Obligations or (z) after the Collateral Fall-Away Event, that guarantees or becomes a borrower under any Indebtedness (I) incurred under the Ratio Basket (or any Refinancing Indebtedness in respect thereof), (II) incurred pursuant to paragraph (r) or (s) of the definition of “Permitted Indebtedness” (or any Refinancing Indebtedness in respect thereof) or (III) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary), directly or indirectlyCapital Markets Indebtedness, to Guarantee any Indebtedness of the Company or any Subsidiary Guarantor, (b) any Foreign Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company or any Subsidiary Guarantor or (c) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary) to Incur Credit Facility Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor or within 10 Business Days of Incurring or Guaranteeing such Indebtedness executes execute and delivers deliver to the Trustee a Guarantee Agreement supplemental indenture pursuant to which such Restricted Subsidiary shall Guarantee will guarantee payment of the Securities on Notes and joinders to or new Security Documents and take all actions required thereunder to perfect the same terms and conditions liens created thereunder. Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Subsidiary without rendering the Subsidiary Guarantee, as those set forth it relates to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Subsidiary Guarantee shall be released in this Indenture and applicable to the other Subsidiary Guarantors and delivers to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee Agreement complies accordance with the requirements of this Section 4.11 and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary10.05.

Future Subsidiary Guarantors. (a) The Company shall not cause (1) each Domestic Subsidiary that guarantees or permit (a) grants any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary), directly or indirectly, Lien to Guarantee secure any Indebtedness of the Company Issuer or any Subsidiary Guarantor of the type described in clause (1) or (5) of the definition of “Indebtedness,” and (2) each Foreign Subsidiary that guarantees or grants any Lien to secure Indebtedness of the Issuer or any Subsidiary Guarantor, (b) any Foreign to guarantee the Securities and secure such guarantee by providing a Lien on such Subsidiary, directly or indirectly, to Guarantee any Indebtedness ’s assets of the type that would constitute Collateral on the terms provided for herein and in the Security Documents; provided, however, that in the case of any such Subsidiary formed or acquired after the Issue Date, the Company or any shall cause such Subsidiary Guarantor or to (cA) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary) to Incur Credit Facility Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor or within 10 Business Days of Incurring or Guaranteeing such Indebtedness executes execute and delivers deliver to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in Article 11 of this Indenture and applicable to the other Subsidiary Guarantors and delivers (B) execute and deliver such documentation with respect to any assets owned by such Subsidiary of the Trustee an Opinion of Counsel (which may contain customary exceptions) type that would constitute Collateral as shall be necessary to provide for Liens on such Subsidiary’s assets constituting Collateral to secure such Subsidiary Guarantee Agreement complies with on the requirements of this Section 4.11 same terms and constitutes a valid, binding conditions as those set forth in Article 11 and enforceable obligation of such Restricted Subsidiarythe Security Documents.

Future Subsidiary Guarantors. The Company shall not will cause or permit (a) any of its each Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary)that Guarantees, directly or indirectly, to Guarantee any Indebtedness of on the Company Issue Date or any Subsidiary Guarantortime thereafter, (b) any Foreign Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company or any Subsidiary Guarantor or (c) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary) to Incur Credit Facility Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor or within 10 Business Days of Incurring or Guaranteeing such Indebtedness executes execute and delivers deliver to the Trustee a Guarantee Agreement supplemental indenture pursuant to which such Restricted Subsidiary shall Guarantee will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including additional interest, if any, required by the Registration Rights Agreement) in respect of the Securities on a senior subordinated basis and all other obligations under this Indenture. Notwithstanding the same terms foregoing, in the event any Subsidiary Guarantor is released and conditions as those set forth discharged in this Indenture full from all of its obligations under its Guarantees of (1) the Senior Secured Credit Agreement and applicable to (2) all other Indebtedness of the other Company and its Restricted Subsidiaries, then the Subsidiary Guarantors Guarantee of such Subsidiary Guarantor shall be automatically and delivers to the Trustee an Opinion of Counsel (which may contain customary exceptions) unconditionally released or discharged; provided that such Guarantee Agreement complies with Restricted Subsidiary has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2 unless such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the requirements second paragraph of this Section 4.11 and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary3.2.

Future Subsidiary Guarantors. The Company shall not cause or permit (a) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary), directly or indirectly, to Guarantee guarantee any Indebtedness of the Company or any other Subsidiary Guarantor, or (b) any Foreign Subsidiary, directly or indirectly, to Guarantee guarantee any Indebtedness of the Company or any Subsidiary Guarantor or (c) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary) to Incur Credit Facility Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor or within 10 Business Days of Incurring or Guaranteeing such Indebtedness contemporaneously executes and delivers to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary shall Guarantee guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors and delivers to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee Agreement complies with the requirements of this Section 4.11 has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. For the avoidance of doubt, any Subsidiary of the Company that guarantees the Senior Subordinated Notes will be a Subsidiary Guarantor and will guarantee payment of the Securities on the terms and conditions set forth in this Indenture.