Common use of Guarantees by Subsidiaries Clause in Contracts

Guarantees by Subsidiaries. (a) The Company shall cause each Subsidiary that becomes or is a Collateral Subsidiary Guarantor or an obligor with respect to any of the Secured Obligations (except a Foreign Subsidiary that becomes an obligor solely in respect of Debt or other obligations of itself or another Foreign Subsidiary), in each case, to become a Subsidiary Guarantor by becoming a party to this Indenture, the Second Priority Subsidiary Guarantee Agreement and the Intercreditor Agreement, if such Subsidiary is not already a Subsidiary Guarantor party thereto, and delivering evidence thereof to the Trustee at the time such Person becomes a Collateral Subsidiary Guarantor or such an obligor. (b) The Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee the payment of any Debt or Capital Stock of the Company (other than Guarantees permitted pursuant to clauses (j) or (o) of Section 4.03), except that a Restricted Subsidiary that is not a Subsidiary Guarantor may Guarantee Debt of the Company, provided that: (1) such Debt and the Debt represented by such Guarantee is permitted by Section 4.03; (2) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Securities by such Restricted Subsidiary and such Guarantee of Debt of the Company: (A) unless such Debt is a Subordinated Obligation, shall be pari passu (or subordinate) in right of payment to and on substantially the same terms as (or less favorable to such Debt than) such Restricted Subsidiary's Guarantee with respect to the Securities; and (B) if such Debt is a Subordinated Obligation, shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Securities to at least the same extent as such Debt is subordinated to the Securities. (c) Upon any Subsidiary becoming a Subsidiary Guarantor as described above, such Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (1) such Guarantee of the Securities has been duly executed and authorized; and (2) such Guarantee of the Securities constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. In addition, no Subsidiary Guarantor shall Guarantee, directly or indirectly, (1) any Debt of the Company that is subordinate or junior in right of payment to any other Debt of the Company unless such Guarantee is expressly subordinate in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor or (2) any Debt of the Company other than Senior Obligations unless such Guarantee is expressly subordinate in right of payment to or ranks pari passu with, the Subsidiary Guarantee of such Subsidiary Guarantor.

Guarantees by Subsidiaries. (a) The Company Borrower shall cause each Subsidiary that becomes or is a Collateral Subsidiary Guarantor or an obligor with respect to any of the Secured Obligations (except a Foreign Subsidiary that becomes an obligor solely in respect of Debt or other obligations of itself or another Foreign Subsidiary), in each case, to become a Subsidiary Guarantor by becoming a party to this IndentureAgreement, the Second Priority Subsidiary Guarantee Agreement and the Collateral Trust and Intercreditor Agreement, if such Subsidiary is not already a Subsidiary Guarantor party thereto, and delivering evidence thereof to the Trustee Administrative Agent at the time such Person becomes a Collateral Subsidiary Guarantor or such an obligor. (b) The Company Borrower shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee the payment of any Debt or Capital Stock of the Company Borrower (other than Guarantees permitted pursuant to clauses (j) or (o) of the second paragraph of Section 4.036.01), except that a Restricted Subsidiary that is not a Subsidiary Guarantor may Guarantee Debt of the Company, Borrower; provided that: (1) such Debt and the Debt represented by such Guarantee is permitted by Section 4.036.01; (2) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture deliver the Second Priority Subsidiary Guarantee Agreement providing for a Guarantee of payment of the Securities Second Priority Loan Obligations by such Restricted Subsidiary and such Guarantee of Debt of the CompanyBorrower: (A) unless such Debt is a Subordinated Obligation, shall be pari passu (or subordinate) in right of payment to and on substantially the same terms as (or less favorable to such Debt than) such Restricted Subsidiary's ’s Guarantee with respect to the SecuritiesSecond Priority Loan Obligations; and (B) if such Debt is a Subordinated Obligation, shall be subordinated in right of payment to such Restricted Subsidiary's ’s Guarantee with respect to the Securities Second Priority Loan Obligations to at least the same extent as such Debt is subordinated to the SecuritiesTerm Loans. (c) Upon any Subsidiary becoming a Subsidiary Guarantor as described above, such Subsidiary shall deliver to the Trustee Administrative Agent an Opinion of Counsel to the effect that: (1) such Guarantee of the Securities Second Priority Loan Obligations has been duly executed and authorized; and (2) such Guarantee of the Securities Second Priority Loan Obligations constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. In addition, no Subsidiary Guarantor shall Guarantee, directly or indirectly, (1) any Debt of the Company Borrower that is subordinate or junior in right of payment (without regard to any security interest) to any other Debt of the Company Borrower unless such Guarantee is expressly subordinate in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor or (2) any Debt of the Company Borrower other than Senior Obligations unless such Guarantee is expressly subordinate in right of payment (without regard to any security interest) to or ranks pari passu with, the Subsidiary Guarantee of such Subsidiary Guarantor.

Guarantees by Subsidiaries. (ai) The Company shall cause each Subsidiary of its Subsidiaries that becomes or is a Collateral Subsidiary Guarantor or an obligor with respect to guarantees any of the Secured Senior Obligations (except a Foreign Subsidiary that becomes an obligor solely in respect or any series of Debt or other obligations debt securities of itself or another Foreign Subsidiary), in each case, the Company to become a Subsidiary Guarantor by becoming a party to this Indenture, Guarantee the Second Priority Subsidiary Guarantee Agreement and the Intercreditor Agreement, if such Subsidiary is not already a Subsidiary Guarantor party thereto, and delivering evidence thereof to the Trustee at the time such Person becomes a Collateral Subsidiary Guarantor or such an obligorSecurities. (bii) The Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee the payment of any Debt or Capital Stock Equity Interests of the Company (other than Guarantees of Debt incurred under clause (a) of Section 4.03 or Guarantees permitted pursuant to clauses (j) e), (f), (r), or (ot) of Section 4.03), except that a Restricted Subsidiary that is not a Subsidiary Guarantor may Guarantee Debt of the Company, ; provided that: (1) such Debt and the Debt represented by such Guarantee is permitted by Section 4.03; (2) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture within ten Business Days in the form of Exhibit D hereto providing for a Guarantee of payment of the Securities by such Restricted Subsidiary and Subsidiary; and (3) such Guarantee of Debt of the Company: (A) unless such Debt is a Subordinated Obligation, shall be pari passu (or subordinate) in right of payment to and on substantially the same terms as (or less favorable to such Debt thanthan but without regards as to security interest) such Restricted Subsidiary's ’s Guarantee with respect to the Securities; and (B) if such Debt is a Subordinated Obligation, shall be subordinated in right of payment to such Restricted Subsidiary's ’s Guarantee with respect to the Securities to at least the same extent as such Debt is subordinated to the Securities. (cb) Upon any Subsidiary becoming a Subsidiary Guarantor as described above, such Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (1i) such Guarantee of the Securities has been duly executed and authorized; and (2ii) such Guarantee of the Securities constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. In addition, no The failure of any Subsidiary Guarantor shall Guarantee, directly or indirectly, (1) to provide a Guarantee if then prohibited to do so by any Debt of the Company that is subordinate or junior in right of payment to any other Debt a Subsidiary shall not constitute a violation of the Company unless covenant described above; provided, however, that at the time such prohibition no longer exists if a Guarantee is expressly subordinate in right of payment would then be required to the Subsidiary Guarantee of comply with such clauses, such Subsidiary Guarantor or (2) any Debt of the Company other than Senior Obligations unless provides such Guarantee is expressly subordinate in right of payment to or ranks pari passu with, the Subsidiary Guarantee of such Subsidiary GuarantorGuarantee.

Guarantees by Subsidiaries. (a) The Company shall cause each Subsidiary that becomes or is a Collateral Subsidiary Guarantor or an obligor with respect to any of the Secured Obligations (except a Foreign Subsidiary that becomes an obligor solely in respect of Debt or other obligations of itself or another Foreign Subsidiary), in each case, to become a Subsidiary Guarantor by becoming a party to this Indenture, the Second Priority Senior Subsidiary Guarantee Agreement and the Senior Lien Intercreditor Agreement, if such Subsidiary is not already a Subsidiary Guarantor party thereto, and delivering evidence thereof to the Trustee at the time such Person becomes a Collateral Subsidiary Guarantor or such an obligor. (b) The Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee the payment of any Debt or Capital Stock of the Company (other than Guarantees permitted pursuant to clauses (j) or (o) of Section 4.03), except that a Restricted Subsidiary that is not a Subsidiary Guarantor may Guarantee Debt of the Company, ; provided that: (1) such Debt and the Debt represented by such Guarantee is permitted by Section 4.03; (2) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Securities by such Restricted Subsidiary Subsidiary, and such Guarantee of Debt of the Company: (A) unless such Debt is a Subordinated Obligation, shall be pari passu (or subordinate) in right of payment to and on substantially the same terms as (or less favorable to such Debt than) such Restricted Subsidiary's ’s Guarantee with respect to the Securities; and (B) if such Debt is a Subordinated Obligation, shall be subordinated in right of payment to such Restricted Subsidiary's ’s Guarantee with respect to the Securities to at least the same extent as such Debt is subordinated to the Securities. (c) Upon any Subsidiary becoming a Subsidiary Guarantor as described above, such Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (1) such Guarantee of the Securities has been duly executed and authorized; and (2) such Guarantee of the Securities constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. In addition, no Subsidiary Guarantor shall Guarantee, directly or indirectly, (1) any Debt of the Company that is subordinate or junior in right of payment (without regard to any security interest) to any other Debt of the Company (other than as permitted by the Senior Lien Intercreditor Agreement) unless such Guarantee is expressly subordinate in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor or (2) any Debt of the Company other than Senior Obligations unless such Guarantee is expressly subordinate in right of payment to or ranks pari passu with, the Subsidiary Guarantee of such Subsidiary Guarantor.

Guarantees by Subsidiaries. (ai) The Company shall cause each Subsidiary of its Subsidiaries that becomes guarantees any Material Debt or is a Collateral Subsidiary Guarantor or an obligor with respect to any series of debt securities of the Secured Obligations (except a Foreign Subsidiary that becomes an obligor solely in respect of Debt or other obligations of itself or another Foreign Subsidiary), in each case, Company to become a Subsidiary Guarantor by becoming a party to this Indenture, Guarantee the Second Priority Subsidiary Guarantee Agreement and the Intercreditor Agreement, if such Subsidiary is not already a Subsidiary Guarantor party thereto, and delivering evidence thereof to the Trustee at the time such Person becomes a Collateral Subsidiary Guarantor or such an obligorSecurities. (bi) The Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee the payment of any Debt or Capital Stock Equity Interests of the Company (other than Guarantees of Debt incurred under clause (a) of Section 4.03 or Guarantees permitted pursuant to clauses clause (j) or (od) of Section 4.03), except that a Restricted Subsidiary that is not a Subsidiary Guarantor may Guarantee Debt of the Company, ; provided that: (1) such Debt and the Debt represented by such Guarantee is permitted by Section 4.03; (2) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture within ten Business Days in the form of Exhibit D hereto providing for a Guarantee of payment of the Securities by such Restricted Subsidiary and Subsidiary; and (3) such Guarantee of Debt of the Company: (A) : unless such Debt is a Subordinated Obligation, shall be pari passu (or subordinate) in right of payment to and on substantially the same terms as (or less favorable to such Debt thanthan but without regards as to security interest) such Restricted Subsidiary's ’s Guarantee with respect to the Securities; and (B) and if such Debt is a Subordinated Obligation, shall be subordinated in right of payment to such Restricted Subsidiary's ’s Guarantee with respect to the Securities to at least the same extent as such Debt is subordinated to the Securities. (cb) Upon any Subsidiary becoming a Subsidiary Guarantor as described above, such Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (1) such Guarantee of the Securities has been duly executed and authorized; and (2) such Guarantee of the Securities constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. In addition, no The failure of any Subsidiary Guarantor shall Guarantee, directly or indirectly, (1) to provide a Guarantee if then prohibited to do so by any Debt of the Company that is subordinate or junior in right of payment to any other Debt a Subsidiary shall not constitute a violation of the Company unless covenant described above; provided, however, that at the time such prohibition no longer exists if a Guarantee is expressly subordinate in right of payment would then be required to the Subsidiary Guarantee of comply with such clauses, such Subsidiary Guarantor or (2) any Debt of the Company other than Senior Obligations unless provides such Guarantee is expressly subordinate in right of payment to or ranks pari passu with, the Subsidiary Guarantee of such Subsidiary GuarantorGuarantee.