Common use of Limitation on Guarantees Clause in Contracts

Limitation on Guarantees. The Company will not permit any Restricted Subsidiary, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness of the Company, unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a guarantee of the payment of the Securities by such Restricted Subsidiary; provided, however, in the case of such Restricted Subsidiary's assumption, guarantee, or other liability with respect to Subordinated Indebtedness, such guarantee, assumption or other liability shall be subordinated to such Restricted Subsidiary's guarantee of the Securities to at least the extent that such Subordinated Indebtedness is subordinated to the Securities; and provided, further, that the provisions of this paragraph shall not be applicable to any guarantee, assumption or other liability with respect to the payment of any Indebtedness of the Company by any Restricted Subsidiary (a) in existence on the date of this Indenture, (b) to the extent such Indebtedness of the Company could be Incurred by such Restricted Subsidiary as Permitted Restricted Subsidiary Indebtedness, or (c) that (x) existed at the time such person became a Restricted Subsidiary of the Company and (y) was not Incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. Notwithstanding the foregoing, any such guarantee of the Securities by a Restricted Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the release or discharge of such guarantee of such Indebtedness, other than a release or discharge by, or as a result of, any payment under such guarantee by such Restricted Subsidiary.

Limitation on Guarantees. (a) The Company will not permit Issuer shall cause each of its Wholly Owned Domestic Subsidiaries (other than any Restricted Excluded Subsidiary, directly or indirectly, to assume, guarantee or in ) that guarantees any other manner become liable with respect to the payment of any Indebtedness indebtedness of the Company, unless such Restricted Subsidiary simultaneously executes Issuer or a Guarantor under the Credit Agreement to become a Guarantor and delivers execute and deliver a supplemental indenture in substantially the form of Exhibit B hereto and all documents required to this Indenture providing for be executed and delivered and take all actions required to grant a guarantee security interest in the Collateral to the Notes Collateral Agent within 60 days of the payment date on which it became a guarantor of such obligations of the Securities by such Restricted SubsidiaryIssuer or any Guarantor; provided, however, in the case of such Restricted Subsidiary's assumption, guarantee, or other liability with respect to Subordinated Indebtedness, such guarantee, assumption or other liability shall be subordinated to such Restricted Subsidiary's guarantee of the Securities to at least the extent provided that such Subordinated Indebtedness is subordinated to the Securities; and provided, further, that the provisions of this paragraph Section 3.7 shall not be applicable (i) to any guarantee, assumption or other liability with respect to the payment guarantee of any Indebtedness of the Company by any Restricted Subsidiary (a) in existence on the date of this Indenture, (b) to the extent such Indebtedness of the Company could be Incurred by such Restricted Subsidiary as Permitted Restricted Subsidiary Indebtedness, or (c) that (x) existed at the time such person Person became a Restricted Subsidiary of the Company and (y) was not Incurred incurred in connection with, or in contemplation of, such person Person becoming a Restricted 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. Notwithstanding The Issuer may elect, in its sole discretion, to cause or allow, as the foregoingcase may be, any Subsidiary (including an Excluded Subsidiary) or any Parent Entity that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such guarantee Subsidiary or Parent Entity shall not be required to comply with the 60-day period described in Section 3.7(a) and such Guarantee may be released at any time in the Issuer’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the Securities by a Restricted Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the release or discharge of such guarantee Guarantee) assuming such Subsidiary were not a Guarantor at such time. The Issuer shall deliver notice to the Trustee of such Indebtednessrelease, other than a release or discharge by, or as a result of, any payment under such guarantee by such Restricted Subsidiarybut failure to so notify the Trustee shall not constitute an Event of Default.

Limitation on Guarantees. The Company will (a) Holdings shall not permit any Restricted Subsidiaryof its Domestic Subsidiaries, directly other than the Issuer or indirectlya Guarantor, to assume, guarantee or in any other manner become liable with respect to Guarantee the payment of any capital markets debt securities of Holdings, the Issuer or any Guarantor or Indebtedness under the Credit Agreement or any other Credit Facilities of Holdings, the CompanyIssuer or any Guarantor, unless in each case unless: (1) such Restricted Subsidiary simultaneously within 30 days executes and delivers a supplemental indenture to this Indenture substantially in the form of Exhibit B providing for a guarantee of the payment of the Securities Note Guarantee by such Restricted Subsidiary; provided, however, in the case of such Restricted Subsidiary's assumption, guarantee, or other liability except that with respect to Subordinated Indebtednessa guarantee of Indebtedness of Holdings, the Issuer or any Subsidiary Guarantor, if such guaranteeIndebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, assumption or other liability any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's guarantee of Guarantee substantially to the Securities to at least the same extent that as such Subordinated Indebtedness is subordinated to the SecuritiesNotes or such Guarantor’s Note Guarantee; and (2) such Restricted Subsidiary shall deliver to the Trustee an Officer’s Certificate stating that: (i) such Note Guarantee has been duly authorized, executed and provideddelivered; and (ii) such Note Guarantee constitutes a valid, furtherbinding and enforceable obligation of such Restricted 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 principals of equity; provided that the provisions of this paragraph Section 3.7 shall not be applicable to any guarantee, assumption or other liability with respect to in the payment of any Indebtedness event that the Guarantee of the Company Issuer’s obligations under the Notes or this Indenture by any Restricted such Subsidiary (a) in existence on the date of this Indenture, would not be permitted under applicable law. (b) Holdings may elect, in its sole discretion, to the extent such Indebtedness of the Company could cause any Subsidiary that is not otherwise required to be Incurred by such Restricted Subsidiary as Permitted Restricted Subsidiary Indebtedness, or (c) that (x) existed at the time such person became a Restricted Subsidiary of the Company and (y) was not Incurred in connection with, or in contemplation of, such person becoming Guarantor to become a Restricted Subsidiary. Notwithstanding the foregoing, any such guarantee of the Securities by a Restricted Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the release or discharge of such guarantee of such Indebtedness, other than a release or discharge by, or as a result of, any payment under such guarantee by such Restricted SubsidiaryGuarantor.

Limitation on Guarantees. The Company will not permit Issuer shall cause each of its Wholly Owned Domestic Subsidiaries (other than any Restricted Non-Guarantor Subsidiary, directly or indirectly, ) to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness of the Company, unless such Restricted Subsidiary simultaneously executes a Guarantor and delivers execute and deliver a supplemental indenture and all documents required to this Indenture providing for be executed and delivered and take all actions required to grant a guarantee security interest in the Collateral to the Collateral Agent within 90 days of the payment date on which it became a guarantor of any obligations of the Securities by such Restricted SubsidiaryIssuer or any Guarantor; provided, however, in the case of such Restricted Subsidiary's assumption, guarantee, or other liability with respect to Subordinated Indebtedness, such guarantee, assumption or other liability shall be subordinated to such Restricted Subsidiary's guarantee of the Securities to at least the extent provided that such Subordinated Indebtedness is subordinated to the Securities; and provided, further, that the provisions of this paragraph Section 3.7 shall not be applicable (i) to any guarantee, assumption or other liability with respect to the payment guarantee of any Indebtedness of the Company by any Restricted Subsidiary (a) in existence on the date of this Indenture, (b) to the extent such Indebtedness of the Company could be Incurred by such Restricted Subsidiary as Permitted Restricted Subsidiary Indebtedness, or (c) that (x) existed at the time such person Person became a Restricted Subsidiary of the Company and (y) was not Incurred incurred in connection with, or in contemplation of, such person Person becoming a Restricted 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. Notwithstanding The Issuer may elect, in its sole discretion, to cause or allow, as the foregoingcase may be, any Subsidiary (including an Non-Guarantor Subsidiary) that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such guarantee Subsidiary shall not be required to comply with the 90 day period described above and such Guarantee may be released at any time in the Issuer’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the Securities by a Restricted Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the release or discharge of such guarantee Guarantee) assuming such Subsidiary were not a Guarantor at such time. The Issuer shall deliver notice to the Trustee of such Indebtednessrelease, other than a release or discharge by, or as a result of, any payment under such guarantee by such Restricted Subsidiarybut failure to so notify the Trustee shall not constitute an Event of Default.