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

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Issuer shall not permit any Domestic Subsidiary that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees the Senior Credit Facilities or other capital markets debt securities of the Issuer or any Guarantor), other than a direct or indirect Domestic Subsidiary of a direct or indirect Subsidiary that is CFC, a FSHCO, a Guarantor or a Receivables Subsidiary, to guarantee the payment of (i) any Indebtedness under the Senior Credit Facilities, (ii) any Credit Facility permitted under clause (1) of Section 4.09(b) or (iii) capital markets debt securities of the Issuer or any other Guarantor in an aggregate principal amount in excess of $100.0 million, unless such Subsidiary within 60 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D, as the case may be, hereto, providing for a Guarantee by such Subsidiary; provided that this Section 4.15 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.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The From and after the Effective Date, the Issuer shall not permit any Domestic Subsidiary that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees the Senior Credit Facilities or other capital markets debt securities of the Issuer or any Guarantor), other than a direct or indirect Domestic Subsidiary of a direct or indirect Subsidiary that is CFC, a FSHCO, a Guarantor or a Receivables Subsidiary, to guarantee the payment of (i) any Indebtedness under the Senior Credit Facilities, (ii) any Credit Facility permitted under clause (1) of Section 4.09(b) or (iii) capital markets debt securities of the Issuer or any other Guarantor in an aggregate principal amount in excess of $100.0 million, unless such Subsidiary within 60 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit DD-1 or D-2, as the case may be, hereto, providing for a Guarantee by such Subsidiary and joinders to the Security Documents or new Security Documents, together with any filings Table of Contents and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Holder in the Collateral of such Subsidiary, including all actions (if any) required to be taken with respect to such Restricted Subsidiary in order to satisfy the Collateral Requirement; provided that this Section 4.15 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.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The From and after the Effective Date, the Issuer shall not permit any Domestic Subsidiary that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees the Senior Credit Facilities or other capital markets debt securities of the Issuer or any Guarantor), other than a direct or indirect Domestic Subsidiary of a direct or indirect Subsidiary that is CFC, a FSHCO, a Guarantor or a Receivables Subsidiary, to guarantee the payment of (i) any Indebtedness under the Senior Credit Facilities, (ii) any Credit Facility permitted under clause (1) of Section 4.09(b) or (iii) capital markets debt securities of the Issuer or any other Guarantor in an aggregate principal amount in excess of $100.0 million, unless such Subsidiary within 60 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit DD-1 or D-2, as the case may be, hereto, providing for a Guarantee by such Subsidiary; provided that this Section 4.15 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.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The If the Issuer shall not permit or any Domestic of its Restricted Subsidiaries acquires or creates another Wholly-Owned Subsidiary that is a Domestic Subsidiary after the date of this Indenture, then that newly acquired or created Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Domestic Subsidiary if such non-Wholly-Owned Subsidiary guarantees the Senior Credit Facilities or other capital markets debt securities will become a Guarantor and execute a supplemental indenture in accordance with this Indenture within 30 days of the date on which it was acquired or created. The Issuer will not permit any of its Restricted Subsidiaries, directly or any Guarantor), other than a direct or indirect Domestic Subsidiary of a direct or indirect Subsidiary that is CFC, a FSHCO, a Guarantor or a Receivables Subsidiaryindirectly, to guarantee Guarantee or pledge any assets to secure the payment of (i) any other Indebtedness under the Senior Credit Facilities, (ii) any Credit Facility permitted under clause (1) of Section 4.09(b) or (iii) capital markets debt securities of the Issuer or any other Guarantor in an aggregate principal amount in excess of $100.0 millionGuarantor, unless such Restricted Subsidiary within 60 30 days executes and delivers a supplemental indenture to this IndentureIndenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary; provided, that if the form Indebtedness being guaranteed is subordinated or pari passu with the Notes, then the Guarantee of which is attached as Exhibit Dsuch Indebtedness must be subordinated or pari passu, as the case may be, hereto, providing for a Guarantee by such Subsidiary; provided that this Section 4.15 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 Subsidiarysame extent as the Indebtedness guaranteed.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Issuer shall not permit any Domestic Subsidiary that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees the Senior Credit Facilities or other capital markets debt securities of the Issuer or any Guarantor), other than a direct or indirect Domestic Subsidiary of a direct or indirect Subsidiary that is CFC, a FSHCO, a Guarantor or a Receivables Subsidiary, to guarantee the payment of (i) any Indebtedness under the Senior Credit Facilities, (ii) any Credit Facility permitted under clause (1) of Section 4.09(b) or (iii) capital markets debt securities of the Issuer or any other Guarantor in an aggregate principal amount in excess of $100.0 million, unless such Subsidiary within 60 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D, as the case may be, D hereto, providing for a Guarantee by such Subsidiary and joinders to the Security Documents or new Security Documents, together with any filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Holder in the Collateral of such Subsidiary, including all actions (if any) required to be taken with respect to such Restricted Subsidiary in order to satisfy the Collateral Requirement; provided that this Section 4.15 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. For the avoidance of doubt, no Excluded Subsidiary will be a Guarantor.