Common use of Limitation of Guarantees by Subsidiaries Clause in Contracts

Limitation of Guarantees by Subsidiaries. The Company will not permit any Subsidiary, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Subsidiary unless (i) such assumption, guarantee or other liability is permitted by Section 4.13, (ii) each such Subsidiary which is not then a Guarantor simultaneously executes and delivers to the Trustee a guarantee in favor of the Trustee, substantially in the form of the Guarantee in Article Twelve (and, if requested by the Trustee, a supplemental indenture in form and substance reasonably satisfactory to the Trustee), providing for the guarantee of payment of the Senior Subordinated Notes by such Subsidiary and (iii) (a) if any such assumption, guarantee or other liability of such Subsidiary is provided in respect of Senior Indebtedness, the guarantee or other instrument provided by such Subsidiary in respect of such Senior Indebtedness may be superior to the Guarantee, pursuant to subordination provisions no less favorable than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Subsidiary is provided in respect of Subordinated Indebtedness, the guarantee or other instrument provided by such Subsidiary in respect of such Subordinated Indebtedness shall be subordinated to the Guarantee, pursuant to subordination provisions not less favorable than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee by a Subsidiary of the Senior Subordinated Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon any sale or other disposition (by merger or otherwise) to any Person which is not a Subsidiary or Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Subsidiary; provided, that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Subsidiaries. The Company will not permit any Subsidiaryof its Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or Company, unless, in any other Subsidiary unless such case (i) such assumption, guarantee or other liability is permitted by Section 4.13, (ii) each such Subsidiary which is not then a Guarantor simultaneously executes and delivers to the Trustee a guarantee in favor of the Trustee, substantially in the form of the Guarantee in Article Twelve (and, if requested by the Trustee, a supplemental indenture in form and substance reasonably satisfactory to the Trustee)this Indenture, providing for the a guarantee of payment of the Senior Subordinated Notes by such Subsidiary (the "Guarantee") and (iii) (aii) if any such assumption, guarantee or other liability of such Subsidiary is provided in respect of Senior IndebtednessIndebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Subsidiary in respect of such Senior Indebtedness may be superior to the Guarantee, pursuant to subordination provisions no less favorable than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Subsidiary is provided in respect of Subordinated Indebtedness, the guarantee or other instrument provided by such Subsidiary in respect of such Subordinated subordinated Indebtedness shall be subordinated to the Guarantee, pursuant Guarantee substantially to subordination provisions not less favorable than those contained in this Indenturethe same extent as such Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any such Guarantee by a Subsidiary of the Senior Subordinated Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holderholder, upon (a) the unconditional release of such Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph or (b) any sale or other disposition (by merger or otherwise) to any Person which is not a Subsidiary or Affiliate of the Company, Company of all of the Company's Capital Stock Equity Interests in, or all or substantially all of the assets of, such Subsidiary; provided, provided that (a1) such sale or disposition of such Capital Stock Equity Interests or assets is otherwise in compliance with the terms of this Indenture and (b2) such assumption, guarantee or other liability of such Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Subsidiaries. The Company will shall not permit any Restricted Subsidiary, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Subsidiary unless (iother than (A) Indebtedness and other obligations under the Bank Credit Agreement (whether outstanding on the Effective Date or thereafter incurred), (B) Permitted Indebtedness of a Restricted Subsidiary, (C) Indebtedness under Currency Agreements in reliance on clause (vi) of the definition of Permitted Indebtedness or (D) Interest Swap Obligations incurred in reliance on clause (v) of the definition of Permitted Indebtedness), unless, in any such case (a) such assumption, guarantee or other liability is permitted by Section 4.13, (ii) each such Restricted Subsidiary which is not then a Guarantor simultaneously executes and delivers to the Trustee a guarantee in favor of the Trustee, substantially in the form of the Guarantee in Article Twelve (and, if requested by the Trustee, a supplemental indenture in form and substance reasonably satisfactory to the Trustee)Indenture, providing for the guarantee of payment a Guarantee of the Senior Subordinated Notes by such Restricted Subsidiary and (iiib) (ax) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior IndebtednessDebt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness Debt may be superior to the Guarantee, Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this the Indenture and (by) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Subordinated IndebtednessIndebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Subordinated subordinated Indebtedness shall be subordinated to the Guarantee, Guarantee pursuant to subordination provisions not no less favorable to the Holders of the Notes than those contained in this the Indenture. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Senior Subordinated Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant 49 to the preceding paragraph; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary or Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided, PROVIDED that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this the Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Subsidiaries. The Company will shall not permit any Restricted Subsidiary, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Subsidiary unless (iother than (A) Indebtedness and other obligations under the Bank Credit Agreement (whether outstanding on the Effective Date or thereafter incurred), (B) Permitted Indebtedness of a Restricted Subsidiary, (C) Indebtedness under Currency Agreements in reliance on clause (vi) of the definition of Permitted Indebtedness or (D) Interest Swap Obligations incurred in reliance on clause (v) of the definition of Permitted Indebtedness), unless, in any such case (a) such assumption, guarantee or other liability is permitted by Section 4.13, (ii) each such Restricted Subsidiary which is not then a Guarantor simultaneously executes and delivers to the Trustee a guarantee in favor of the Trustee, substantially in the form of the Guarantee in Article Twelve (and, if requested by the Trustee, a supplemental indenture in form and substance reasonably satisfactory to the Trustee)Indenture, providing for the guarantee of payment a Guarantee of the Senior Subordinated Notes by such Restricted Subsidiary and (iiib) (ax) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior IndebtednessDebt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness Debt may be superior to the Guarantee, Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this the Indenture and (by) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Subordinated IndebtednessIndebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Subordinated subordinated Indebtedness shall be subordinated to the Guarantee, Guarantee pursuant to subordination provisions not no less favorable to the Holders of the Notes than those contained in this the Indenture. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Senior Subordinated Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary or Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided, PROVIDED that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this the Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Subsidiaries. The Company will not permit any Subsidiaryof its Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Subsidiary unless of the Company (iother than (A) such assumption, guarantee or Indebtedness and other liability is permitted by Section 4.13obligations under the Credit Agreement, (iiB) each such Permitted Indebtedness of a Subsidiary which is not then a Guarantor simultaneously executes and delivers to the Trustee a guarantee in favor of the TrusteeCompany, substantially (C) Indebtedness under Currency Agreements in the form reliance on clause (v) of the Guarantee definition of Permitted Indebtedness, or (D) Interest Swap Obligations incurred in Article Twelve reliance on clause (and, if requested by iv) of the Trustee, a supplemental indenture in form and substance reasonably satisfactory to the Trusteedefinition of Permitted Indebtedness), providing for the guarantee of payment of the Senior Subordinated Notes by such Subsidiary and (iii) (ax) if any such assumption, guarantee or other liability of such Subsidiary is provided in respect of Senior IndebtednessDebt, the guarantee or other instrument provided by such Subsidiary in respect of such Senior Indebtedness Debt may be superior to the Guarantee, Guarantee pursuant to subordination provisions that are no less favorable to the Holders of the Securities than those contained in this the Indenture and (by) if such assumption, guarantee or other liability of such Subsidiary is provided in respect of Subordinated IndebtednessIndebtedness that is expressly subordinated to the Securities, the guarantee or other instrument provided by such Subsidiary in respect of such Subordinated subordinated Indebtedness shall be subordinated to the Guarantee, Guarantee pursuant to subordination provisions not no less favorable to the Holders of the Securities than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee by a Subsidiary of the Senior Subordinated Notes Securities shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon upon: (i) the unconditional release of such Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding 40 paragraph; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Subsidiary or Affiliate of the Company, Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Subsidiary; provided, PROVIDED that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Subsidiaries. The Company will not permit any Subsidiary, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Subsidiary unless (i) such assumption, guarantee or other liability is permitted by Section 4.13, (ii) each such Subsidiary which is not then a Guarantor simultaneously executes and delivers to the Trustee a guarantee in favor of the Trustee, substantially in the form of the Guarantee in Article Twelve (and, if requested by the Trustee, a supplemental indenture in form and substance reasonably satisfactory to the Trustee), providing for the guarantee of payment of the Senior Subordinated Notes by such Subsidiary and (iii) (a) if any such assumption, guarantee or other liability of such Subsidiary is provided in respect of Senior Indebtedness, the guarantee or other instrument provided by such Subsidiary in respect of 36 such Senior Indebtedness may be superior to the Guarantee, pursuant to subordination provisions no less favorable than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Subsidiary is provided in respect of Subordinated Indebtedness, the guarantee or other instrument provided by such Subsidiary in respect of such Subordinated Indebtedness shall be subordinated to the Guarantee, pursuant to subordination provisions not less favorable than those contained in this Indenture. Notwithstanding the foregoing, any such Guarantee by a Subsidiary of the Senior Subordinated Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon any sale or other disposition (by merger or otherwise) to any Person which is not a Subsidiary or Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Subsidiary; providedPROVIDED, that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Subsidiaries. The Company will shall not permit any Restricted Subsidiary, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Subsidiary unless (iother than (A) Indebtedness and other obligations under the Bank Credit Agreement, (B) Permitted Indebtedness of a Restricted Subsidiary, (C) Indebtedness under Currency Agreements in reliance on clause (vi) of the definition of Permitted Indebtedness or (D) Interest Swap Obligations incurred in reliance on clause (v) of the definition of Permitted Indebtedness), unless, in any such case (a) such assumption, guarantee or other liability is permitted by Section 4.13, (ii) each such Restricted Subsidiary which is not then a Guarantor simultaneously executes and delivers to the Trustee a guarantee in favor of the Trustee, substantially in the form of the Guarantee in Article Twelve (and, if requested by the Trustee, a supplemental indenture in form and substance reasonably satisfactory to the Trustee)Indenture, providing for the a guarantee of payment of the Senior Subordinated Notes by such Restricted Subsidiary (the "Guarantee") and (iiib) (ax) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior IndebtednessDebt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness Debt may be superior to the Guarantee, Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this the Indenture and (by) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Subordinated IndebtednessIndebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Subordinated subordinated Indebtedness shall be subordinated to the Guarantee, Guarantee pursuant to subordination provisions not no less favorable to the Holders of the Notes than those contained in this the Indenture. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Senior Subordinated Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary or Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided, provided that (a) such sale or -------- disposition of such Capital Stock or assets is otherwise in compliance with the terms of this the Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation of Guarantees by Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Subsidiary unless (iother than (A) such assumption, guarantee or Indebtedness and other liability is permitted by Section 4.13obligations under the Credit Facility, (iiB) each Permitted Indebtedness of a Restricted Subsidiary, (C) Indebtedness under Currency Agreements in reliance on clause (v) of the definition of Permitted Indebtedness or (D) Interest Swap Obligations incurred in reliance on clause (iv) of the definition of Permitted Indebtedness), unless, in any such case, such Restricted Subsidiary which is not then a Guarantor simultaneously executes and delivers to the Trustee a guarantee in favor of the Trustee, substantially in the form of the Guarantee in Article Twelve (and, if requested by the Trustee, a supplemental indenture in form and substance reasonably satisfactory to the Trustee), this Indenture providing for the a guarantee of payment of the Senior Subordinated Notes by such Restricted Subsidiary and (iii) (a) if any such assumption, guarantee or other liability of such Subsidiary is provided in respect of Senior Indebtedness, the guarantee or other instrument provided by such Subsidiary in respect of such Senior Indebtedness may be superior to the "Guarantee, pursuant to subordination provisions no less favorable than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Subsidiary is provided in respect of Subordinated Indebtedness, the guarantee or other instrument provided by such Subsidiary in respect of such Subordinated Indebtedness shall be subordinated to the Guarantee, pursuant to subordination provisions not less favorable than those contained in this Indenture"). Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Senior Subordinated Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon upon: (i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph; or (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary or Affiliate of the Company, Company of all of the Company's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided, that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.