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 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.

Limitation on Guarantees by Restricted Subsidiaries. (a) The Company will shall not cause or permit any of its Restricted Wholly Owned Domestic Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of the Company, nor cause or permit any of its non-Wholly Owned Domestic Subsidiaries to guarantee the payment of any capital markets Indebtedness of the Company, that, in the aggregate, together with all other Indebtedness of the Company (“Guaranteed Indebtedness”)that is guaranteed by Restricted Subsidiaries, exceeds $35.0 million, unless such Restricted Subsidiary simultaneously Domestic Subsidiary (1) (A) executes and delivers within 45 days thereof a supplemental indenture to this Indenture pursuant to which providing for the guarantee of payment of the Securities by such Restricted Domestic Subsidiary guarantees, jointly and severally with all other Guarantors, on the same basis terms and conditions as such Guaranteed Indebtedness is guaranteedthose set forth in this Indenture and applicable to the other Subsidiary Guarantors, all of the Company’s obligations except that with respect to a guarantee of Indebtedness of the Notes. If the Guaranteed Company or any Subsidiary Guarantor, if such Indebtedness is (x) pari passu with the Notes, then the guarantee by its express terms subordinated in right of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Note Guarantee or (y) subordinated payment to the NotesSecurities or such Subsidiary Guarantor’s Subsidiary Guarantee, then the any such guarantee of by such Guaranteed Subsidiary Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantee substantially to the Note Guarantee at least to the same extent that the Guaranteed as such Indebtedness is subordinated to the Notes. The Company shall deliver to Securities or such Subsidiary Guarantor’s Subsidiary Guarantee of the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary Securities; 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 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. 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).