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

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. On and following the Effective Date, the Issuer shall not permit any Restricted Subsidiary, other than a Guarantor or the Co-Issuer, to guarantee the payment of any Indebtedness under the Senior Credit Facilities unless such Restricted Subsidiary within 45 days of such guarantee executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit E hereto, providing for a Guarantee by such Restricted Subsidiary, and executes and delivers a supplement or joinder to the applicable Collateral Documents or new Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder with the priority required under this Indenture. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor. In addition, the Issuer may elect, in its sole discretion, to cause any direct or indirect parent company of the Issuer to guarantee the Notes, and, for the avoidance of doubt, any direct or indirect parent company of the Issuer that may guarantee the Notes in the future shall not be subject to any of the covenants or restrictions of this Indenture. Any guarantee of the Notes provided by any direct or indirect parent company of the Issuer may be released at any time in the Issuer’s sole discretion.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. On and following the Effective Date, the Issuer The Company shall not permit any of its Restricted Subsidiary, other than Subsidiaries that is not a Guarantor (whether formed or acquired before or after the Co-IssuerIssue Date), directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee the payment of or in any other manner become liable with respect to any Indebtedness under of the Senior Credit Facilities unless Company unless, in any such case: (i) such Restricted Subsidiary within 45 days of such guarantee executes and delivers a supplemental indenture Indenture to this Indenture, providing a guarantee of payment of the Notes by such Restricted Subsidiary; (ii) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Subordinated Obligation shall be subordinated to such Guarantor’s guarantee of the Notes; and (iii) such Restricted Subsidiary complies with the additional requirements set forth in this Section 4.23 hereof. Notwithstanding the foregoing, any Guarantee of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged under the circumstances set forth in Article 11. The form of which such Guarantee is attached as Exhibit E hereto, providing for a Guarantee by such Restricted Subsidiary, and executes and delivers a supplement or joinder to the applicable Collateral Documents or new Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder with the priority required under this Indenture. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor. In addition, the Issuer may elect, in its sole discretion, to cause any direct or indirect parent company of the Issuer to guarantee the Notes, and, for the avoidance of doubt, any direct or indirect parent company of the Issuer that may guarantee the Notes in the future shall not be subject to any of the covenants or restrictions of this Indenture. Any guarantee of the Notes provided by any direct or indirect parent company of the Issuer may be released at any time in the Issuer’s sole discretion.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. On and following the Effective Date, the Issuer shall not permit any Restricted Subsidiary, other than a Guarantor or the Co-Issuer, to guarantee the payment of any Indebtedness under the Senior Credit Facilities unless such Restricted Subsidiary within 45 days of such guarantee executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit E hereto, providing for a Guarantee by such Restricted Subsidiary, and executes and delivers a supplement or joinder to the applicable Collateral Documents or new Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder with the priority required under this Indenture. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor. In addition, the Issuer may elect, in its sole discretion, to cause any direct or indirect parent company of the Issuer to guarantee the Notes, and, for the avoidance of doubt, any direct or indirect parent company of the Issuer that may guarantee the Notes in the future shall not be subject to any of the covenants or restrictions of this Indenture. Any guarantee of the Notes provided by any direct or indirect parent company of the Issuer may be released at any time in the Issuer’s sole discretion.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. On and following the Effective Date, the The Issuer shall not permit any Restricted Subsidiary, other than a Guarantor or the Co-Issuer, to guarantee the payment of any Indebtedness under the Senior Credit Facilities unless such Restricted Subsidiary within 45 days of such guarantee executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit E D hereto, providing for a Guarantee by such Restricted Subsidiary, and executes and delivers a supplement or joinder to the applicable Collateral Documents or new Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder with the priority required under this Indenture. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor. In addition, the Issuer may elect, in its sole discretion, to cause any direct or indirect parent company of the Issuer to guarantee the Notes, and, for the avoidance of doubt, any direct or indirect parent company of the Issuer that may guarantee the Notes in the future shall not be subject to any of the covenants or restrictions of this Indenture. Any guarantee of the Notes provided by any direct or indirect parent company of the Issuer may be released at any time in the Issuer’s sole discretion.