Limitation on Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiaries (including a newly created or acquired one), directly or indirectly, to Guarantee any Indebtedness of the Company or any Restricted Subsidiary (“Guaranteed Indebtedness”), unless:
(1) if such Restricted Subsidiary is not already a Subsidiary Guarantor, such Restricted Subsidiary executes and delivers a supplemental indenture to the Indenture providing for a Subsidiary Guarantee by such Restricted Subsidiary within ten (10) Business Days; and
(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness:
(a) ranks equally in right of payment with the Notes or Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall rank equally with, or subordinate to, the Subsidiary Guarantee; or
(b) is subordinate in right of payment to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes or Subsidiary Guarantee.
Limitation on Guarantees by Restricted Subsidiaries. The Company will not cause or permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee any Indebtedness of the Company (“Guaranteed Indebtedness”), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary guarantees, jointly and severally with all other Guarantors, on the same basis as such Guaranteed Indebtedness is guaranteed, all of the Company’s obligations with respect to the Notes. If the Guaranteed Indebtedness is (x) pari passu with the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Note Guarantee or (y) subordinated to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. The Company shall deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and, subject to customary exceptions, constitutes a valid and legally binding and enforceable obligation of such Restricted Subsidiary.
Limitation on Guarantees by Restricted Subsidiaries. (a) From and after the Issue Date, the Company will not permit any Wholly Owned Domestic Restricted Subsidiary (other than the Issuer, a Guarantor or an Immaterial Subsidiary) to, 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 the Issuer, other than:
(A) Indebtedness incurred in reliance on and in compliance with the first paragraph of Section 4.04;
(B) Indebtedness incurred in reliance on clause (12) (to the extent the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold was permitted to be guaranteed by Restricted Subsidiaries that are not Guarantors) of the definition of “Permitted Indebtedness”;
(C) Hedge Agreements in reliance on clause (4) of the definition of “Permitted Indebtedness”; or
(D) additional Indebtedness incurred in reliance on clause (13) or (14) of the definition of “Permitted Indebtedness”, unless, in any such case (except as otherwise provided in Section 10.17)
Limitation on Guarantees by Restricted Subsidiaries. (a) The Company shall not cause or permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of the Company (other than to the extent such Restricted Subsidiary is a co-borrower with respect to Indebtedness permitted pursuant to clause (c) of Section 3.10), which, in the aggregate, together with all other Indebtedness of the Company that is guaranteed by Restricted Subsidiaries, exceeds $35.0 million, unless such Restricted Subsidiary of the Company executes and delivers within ten Business Days a supplemental indenture to this Indenture providing for the guarantee of payment of the Securities by such Restricted Subsidiary of the Company pursuant to Article X; provided that any guarantee by a Subsidiary Guarantor of such other Indebtedness:
(i) (A) (1) is unsecured or (2) is secured and (I) in the case of any such guarantee of Indebtedness of the Company ranking pari passu with the Securities, the Subsidiary Guarantees are secured equally and ratably with any Liens securing such guarantee and (II) in the case of any such guarantee of Indebtedness of the Company subordinated to the Securities, the relevant Subsidiary Guarantees are secured on a basis ranking prior to the Liens securing such guarantee and
Limitation on Guarantees by Restricted Subsidiaries. Section 4.14. Corporate Existence
Limitation on Guarantees by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of the Company, other than guarantees incurred pursuant to clause (ii) of the definition of "Permitted Indebtedness" unless such Restricted Subsidiary, the Company and the Trustee execute and deliver a supplemental indenture evidencing such Restricted Subsidiary's guarantee of the Securities (a "Guarantee"), such Guarantee to be a senior subordinated unsecured obligation of such Restricted Subsidiary; provided that if any Subsidiary Guarantor is released from its guarantee with respect to Indebtedness outstanding under the New Credit Facility and all other Indebtedness of the Company, such Subsidiary Guarantor shall automatically be released from its obligations as a Subsidiary Guarantor. Neither the Company nor any such Subsidiary Guarantor shall be required to make a notation on the Securities to reflect any such Guarantee. Nothing in this Section 4.11 shall be construed to permit any Restricted Subsidiary of the Company to incur Indebtedness otherwise prohibited by Section 4.3.
Limitation on Guarantees by Restricted Subsidiaries. If any Restricted Subsidiary of the Company that is not a Guarantor directly or indirectly Guarantees the payment of any Indebtedness of the Company or a Guarantor, that Restricted Subsidiary will become a Guarantor and execute a supplemental indenture in the form of Exhibit F hereto and deliver to the Trustee an Opinion of Counsel within 10 Business Days of the date on which it entered into such Guarantee to the effect that such supplemental indenture has been duly authorized and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary. If the Restricted Subsidiary is released from its Guarantee of such other Indebtedness of the Company, it will automatically be released from its obligations as a Guarantor.
Limitation on Guarantees by Restricted Subsidiaries. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company (other than Indebtedness under the Bank Credit Agreement) unless (A) such Restricted Subsidiary is permitted to incur such Indebtedness under Section 10.8 of this Indenture, or (B) (i) such Restricted Subsidiary simultaneously executes and delivers a guarantee and becomes a guarantor of the Securities and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, or any Restricted Subsidiary of the Company as a result of any payment by such Restricted Subsidiary under its guarantee.
Limitation on Guarantees by Restricted Subsidiaries. The Company shall not cause or permit any of the Domestic Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of the Company or any Restricted Subsidiary unless such Domestic Subsidiary (A) is a Guarantor or (B) simultaneously executes and delivers a supplemental indenture to this Indenture pursuant to which it will become a Guarantor on the basis provided for in Article Thirteen of this Indenture. Notwithstanding the foregoing, any Note Guarantee by a Restricted Subsidiary shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Capital Stock of such Restricted Subsidiary, or all or substantially all the assets of such Restricted Subsidiary, pursuant to a transaction which is in compliance with this Indenture. The Company may, at any time, cause a Restricted Subsidiary to become a Guarantor by executing and delivering a supplemental indenture providing for the guarantee of payment of the Notes by such Restricted Subsidiary on the basis provided in this Indenture.
Limitation on Guarantees by Restricted Subsidiaries. 59 -------------- SECTION 4.20. Restriction of Lines of Business to Food, Food Distribution and Related Businesses 60 ----------------------------------- ARTICLE FIVE
