Common use of Limitation on Guarantees by Restricted Subsidiaries Clause in Contracts

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. 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 '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. The In the event the Company will (i) organizes or acquires any Domestic Restricted Subsidiary after November 17, 1999 that is not cause a Guarantor and causes or permit any of its permits such Restricted SubsidiariesSubsidiary to, directly or indirectly, to guarantee the payment of any Indebtedness ("Other Indebtedness") of the Company or any Guarantor or (“Guaranteed ii) causes or permits any Foreign Restricted Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the payment of any Other Indebtedness”), unless then, in each case the Company shall cause such Restricted Subsidiary to simultaneously executes execute and delivers deliver a supplemental indenture to this the Supplemental Indenture and the Indenture pursuant to which it will become a Guarantor under the Supplemental Indenture and the Indenture; provided, however, that in the event a Domestic Restricted Subsidiary is acquired in a transaction in which a merger agreement is entered into, such Domestic Restricted Subsidiary shall not be required to execute and deliver such supplemental indenture until the consummation of the merger contemplated by any such merger agreement; provided, further, that if such Other Indebtedness is (i) Indebtedness that is ranked pari passu in right of payment with the Notes or the Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of 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, in right of payment with the guarantee of the Other Indebtedness; or subordinated to(ii) Subordinated Indebtedness, the Note Guarantee or Guarantees of such Restricted Subsidiary shall be senior in right of payment to the guarantee of the Other Indebtedness (y) which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Notes, then the guarantee Guarantees of such Guaranteed Indebtedness shall be subordinated Subsidiary to the Note Guarantee at least to same extent and in the extent that same manner as the Guaranteed Other Indebtedness is subordinated to the NotesNotes or the Guarantee of such Restricted Subsidiary, as the case may be). The If the Notes are defeased in accordance with the terms of Article Nine of this Supplemental Indenture, or if, subject to the requirements of Article Five of this Supplemental Indenture, all or substantially all of the assets of any Guarantor or all of the Capital Stock of any Guarantor are sold (including by issuance or otherwise) by the Company shall deliver in a transaction constituting an Asset Sale, and if (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.14 or (y) the Company delivers to the Trustee an opinion of counsel Officers' Certificate to the effect that the Net Cash Proceeds from such supplemental indenture has been duly authorized, executed Asset Sale shall be used in accordance with Section 4.14 and delivered within the time limits specified by such Restricted Subsidiary andSection, subject to customary exceptionsthen such Guarantor or the Guarantors, constitutes as the case may be (in the event of a valid and legally binding and enforceable obligation defeasance of the Notes or sale or other disposition of all of the Capital Stock of such Restricted SubsidiaryGuarantor), or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged of its Guarantee obligations in respect of this Supplemental Indenture and the Indenture and the Notes. Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and in accordance with Section 4.19 shall upon such Designation be released and discharged of its Guarantee obligations in respect of this Supplemental Indenture and the Indenture and the Notes and any Unrestricted Subsidiary whose Designation is revoked pursuant to Section 4.19 will be required to become a Guarantor in accordance with Article Ten. In the case where a Guarantor is released and discharged of its Guarantee, the Company will, if listed on the Luxembourg Stock Exchange, inform the Luxembourg Stock Exchange and notify Holders in accordance with Section 10.02. In addition, a Guarantee of a Guarantor shall be released upon the sale or transfer of all or substantially all of the assets or all of the Capital Stock of such Guarantor; provided, that either (i) such sale or transfer complies with the provisions set forth in Section 4.14 or (ii) such sale or transfer need not comply with the provisions set forth in Section 4.14 because the assets or Capital Stock so sold or transferred does not constitute an "Asset Sale" by operation of the provisions of clause (y) of the last sentence of the definition of Asset Sale.

Limitation on Guarantees by Restricted Subsidiaries. The Company will not cause or permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of the Company Company, other than guarantees incurred pursuant to clause (“Guaranteed ii) of the definition of "Permitted Indebtedness”), " unless such Restricted Subsidiary simultaneously executes Subsidiary, the Company and delivers the Trustee execute and deliver a supplemental indenture to this Indenture pursuant to which evidencing such Restricted Subsidiary guarantees, jointly and severally with all other Guarantors, on the same basis as such Guaranteed Indebtedness is guaranteed, all Subsidiary's guarantee of the Company’s obligations with respect Securities (a "Guarantee"), such Guarantee 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 a senior 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 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. The Company will shall not cause or permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee Guarantee any Indebtedness of the Company or Holdings (“Guaranteed Indebtedness”), "GUARANTEED INDEBTEDNESS") unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary guaranteesguarantees (the "NOTE GUARANTEE(S)"), jointly and severally with all other Guarantors, on the same basis as such Guaranteed Indebtedness is guaranteedGuaranteed, all of the Company’s 's obligations with respect to the Noteshereunder, as further provided in Article 11 hereof. If the Guaranteed Indebtedness is (x1) pari passu ranks PARI PASSU in right of payment with the Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall be pari passu rank PARI PASSU with, or be subordinated in right of payment to, the Note Guarantee or (y2) is subordinated by its terms in right of payment to the Notes, then the guarantee 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 and such new Guarantor shall deliver to the Trustee an opinion comply with Section 11.05. The Note Guarantee of counsel that such supplemental indenture has been duly authorized, executed and delivered by such any Restricted Subsidiary and, subject to customary exceptions, constitutes a valid will be automatically and legally binding unconditionally released and enforceable obligation discharged upon any of such Restricted Subsidiary.the following:

Limitation on Guarantees by Restricted Subsidiaries. The Company will not cause or permit any of its domestic Restricted 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 Restricted Subsidiary (“Guaranteed Indebtedness”other than Permitted Indebtedness of a Restricted Subsidiary), unless unless, in any such case (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture pursuant Indenture, providing an unconditional and full (subject to which the following two paragraphs) guarantee of payment of the Notes by such Restricted Subsidiary guarantees(a "Guarantee"), jointly and severally with all (b) if such assumption, guarantee or 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 liability of such Guaranteed Restricted Subsidiary is provided in respect of Indebtedness shall be pari passu with, or subordinated to, the Note Guarantee or (y) that is expressly subordinated to the Notes, then the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Guaranteed subordinated Indebtedness shall be subordinated to the Note such Guarantee at least pursuant to subordination provisions no less favorable to the extent that Holders of the Guaranteed Indebtedness is subordinated to the NotesNotes than those contained in such Indebtedness. The Company shall deliver to the Trustee an opinion Each Guarantee of counsel that such supplemental indenture has been duly authorized, executed and delivered by such a Restricted Subsidiary andwill be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by a Restricted Subsidiary without rendering such Guarantee, subject as it relates to customary exceptions, constitutes a valid and legally binding and enforceable obligation of such Restricted Subsidiary., void or voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or other similar laws affecting the rights of creditors generally. In addition, such Guarantee shall contain appropriate provisions relating to contribution among all Restricted Subsidiaries executing Guarantees. Notwithstanding the foregoing, any such Guarantee of the Notes by a Restricted Subsidiary of the Company shall provide by its terms that it shall be automatically and

Limitation on Guarantees by Restricted Subsidiaries. The Company will shall not cause or permit any of its Restricted SubsidiariesSubsidiary to guarantee, assume or in any other manner become liable (whether directly or indirectly, ) with respect to guarantee any Indebtedness of the Company (“Guaranteed Indebtedness”), or any other Restricted Subsidiary unless such Restricted Subsidiary simultaneously executes and delivers a an indenture supplemental indenture to this Indenture pursuant agreeing to which such Restricted be bound by the terms applicable to a Subsidiary guarantees, jointly Guarantor and severally with all other Guarantors, providing for a Subsidiary Guarantee of the Notes on the same basis terms 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, except that (a) such Subsidiary Guarantee need not be secured unless required pursuant to Section 9.15, and (b) if such Indebtedness shall be pari passu with, or subordinated to, the Note Guarantee or (y) is by its terms expressly subordinated to the NotesNotes or the Subsidiary Guarantees, then the guarantee any such guarantee, assumption or other liability of such Guaranteed Restricted Subsidiary with respect to such Indebtedness shall be subordinated to the Note such Restricted Subsidiary’s Subsidiary Guarantee at least to the same extent that the Guaranteed as such Subordinated Indebtedness is subordinated to the Notes. The Company ; provided, however, that this clause (b) shall deliver not be applicable to the Trustee an opinion any guarantee of counsel that such supplemental indenture has been duly authorized, executed and delivered by such any Restricted Subsidiary andthat (i) existed at the time such Person became a Subsidiary of the Company and (ii) was not incurred in connection with, subject to customary exceptionsor in contemplation of, constitutes such Person’s becoming a valid and legally binding and enforceable obligation Subsidiary of such Restricted Subsidiarythe Company.

Limitation on Guarantees by Restricted Subsidiaries. (a) The Company will not cause or permit any of its the Restricted Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of the Company or any Restricted Subsidiary (“Guaranteed "Other Indebtedness”"), except for guarantees to suppliers, lessors, licensees, contractors, franchisees or customers incurred in the ordinary course of business, unless such Restricted 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 hereunder; provided, however, that if such Other Indebtedness is (i) Indebtedness that is ranked pari passu in right of payment with the Securities or the Guarantee of such Restricted Subsidiary, as the case may be, the Guarantee of 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, in right of payment with the guarantee of the Other Indebtedness; or subordinated to(ii) Subordinated Indebtedness, the Note Guarantee or of such Restricted Subsidiary shall be senior in right of payment to the guarantee of the Other Indebtedness (y) which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Notes, then the guarantee Guarantees of such Guaranteed Indebtedness shall be subordinated Restricted Subsidiary to the Note Guarantee at least to same extent and in the extent that same manner as the Guaranteed other Indebtedness is subordinated to the Notes. The Company shall deliver to Securities or 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 Guarantee of such Restricted Subsidiary, as the case may be).

Limitation on Guarantees by Restricted Subsidiaries. The Indenture will provide that the Company will not cause or permit any of its the Restricted Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of the Company or any Restricted Subsidiary (“Guaranteed "Other Indebtedness”"), except for guarantees to suppliers, lessors, licensees, contractors, franchises or customers incurred in the ordinary course of business, unless such Restricted Subsidiary (A) is a Guarantor or (B) simultaneously executes and delivers a supplemental indenture to this the Indenture pursuant to which it will become a Guarantor under the Indenture; provided, however, that if 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 Other Indebtedness is (xi) Indebtedness that is ranked pari passu in right of payment with the Notes, then Notes or the guarantee Note Guarantee of such Guaranteed Indebtedness Restricted Subsidiary, as the case may be, the Note Guarantee of such Subsidiary shall be pari passu with, in right of payment with the guarantee of the Other Indebtedness; or subordinated to(ii) Subordinated Indebtedness, the Note Guarantee or (y) subordinated of such Subsidiary shall be senior in right of payment to the Notes, then the guarantee of the Other Indebtedness (which guarantee of such Guaranteed Subordinated Indebtedness shall be provide that such guarantee is subordinated to the Note Guarantee at least Guarantees of such Subsidiary to the same extent that and in the Guaranteed same manner as the other Indebtedness is subordinated to the Notes. The Company shall deliver to Notes or 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 Note Guarantee of such Restricted Subsidiary, as the case may be).

Limitation on Guarantees by Restricted Subsidiaries. The Company will shall not cause or permit any of its Restricted SubsidiariesSubsidiary to guarantee, assume or in any other manner become liable (whether directly or indirectly, ) with respect to guarantee any Indebtedness of the Company (“Guaranteed Indebtedness”), or any other Restricted Subsidiary unless such Restricted Subsidiary simultaneously executes and delivers a an indenture supplemental indenture to this Supplemental Indenture pursuant agreeing to which such Restricted Subsidiary guarantees, jointly be bound by its terms applicable to a Guarantor and severally with all other Guarantors, providing for a Guarantee of the Securities on the same basis terms 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, except that (a) such Guarantee need not be secured unless required pursuant to Section 6.12 and (b) if such 50 Indebtedness shall be pari passu with, or subordinated to, the Note Guarantee or (y) is by its terms expressly subordinated to the NotesSecurities or the Subordinated Guarantees, then the guarantee any such guarantee, assumption or other liability of such Guaranteed Restricted Subsidiary with respect to such Indebtedness shall be subordinated to the Note such Restricted Guarantor's Guarantee at least to the same extent that the Guaranteed as such Subordinated Indebtedness is subordinated to the Notes. The Company Securities; provided, however, that this clause (b) shall deliver not be applicable to the Trustee an opinion any guarantee of counsel that such supplemental indenture has been duly authorized, executed and delivered by such any Restricted Subsidiary andthat (i) existed at the time such Person became a Subsidiary of the Company and (ii) was not incurred in connection with, subject to customary exceptionsor in contemplation of, constitutes such Person's becoming a valid and legally binding and enforceable obligation Subsidiary of such Restricted Subsidiarythe Company.