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

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary 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 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 (x) 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 or (y) Indebtedness Incurred under clause (i) or (vii) of the second paragraph of Section

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, Subsidiary which is not a Subsidiary Guarantor to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")another Restricted Subsidiary, unless (a) (i) contemporaneously therewith (or prior thereto) effective provision is made to Guarantee or secure the Notes, as the case may be, on an equal and ratable basis with such Guarantee for so long as such Guarantee remains effective, and in an amount equal to the amount of Company or other Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary Indebtedness so Guaranteed 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 other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary GuaranteeGuarantee until the Notes have been paid in full or (b) such Guarantee and such Guaranteed Indebtedness are permitted by clauses (ii), (iii), (iv), (v), (xi) and (xiv) under Section 3.8(b); provided provided, however, that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) that existed at the time such Person became by a Restricted Subsidiary of Subordinated Indebtedness of the Company or another Restricted Subsidiary will be subordinated and was junior in right of payment to the contemporaneous Guarantee of the Notes by such Restricted Subsidiary; and provided, further, that the Company will not Incurred in connection with, or in contemplation of, such Person becoming permit a Restricted Subsidiary or (y) Indebtedness Incurred under clause (i) or (vii) to Guarantee any Capital Stock of the second paragraph of SectionCompany or another Restricted Subsidiary.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will shall not cause or permit any Restricted Subsidiary, directly or indirectly, to Guarantee guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee pursuant to which such Restricted Subsidiary guarantees (a "Subsidiary Guarantee") of payment all of the Notes by such Restricted Subsidiary Company's obligations under the Securities and this Indenture 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 other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph . If the Guaranteed Indebtedness is (A) pari passu with the Securities, then the guarantee of such Guaranteed Indebtedness shall not be applicable to any Guarantee of any Restricted Subsidiary (x) that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection pari passu with, or in contemplation ofsubordinated to, such Person becoming a Restricted the Subsidiary Guarantee or (yB) subordinated to the Securities, then the guarantee of such Guaranteed Indebtedness Incurred under clause (i) or (vii) of shall be subordinated to the second paragraph of SectionSubsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Securities.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will cause each Restricted Subsidiary created or acquired (including any Unrestricted Subsidiary that is redesignated a Restricted Subsidiary) after the date of this Indenture other than a Foreign Subsidiary to execute and deliver a supplemental indenture to this Indenture providing for a Guarantee (a “Subsidiary Guarantee”) of payment of the Notes by such Restricted Subsidiary. The Company will not permit any Restricted SubsidiarySubsidiary that is not a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness")any other Subsidiary Guarantor, unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (iiA) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s and each Restricted Subsidiary’s Capital Stock in such Restricted Subsidiary waives and will (which sale, exchange or transfer is not in any manner whatsoever claim prohibited by this Indenture) or take (B) the benefit or advantage of, any rights designation of reimbursement, indemnity or subrogation or any other rights against the Company or any other such Restricted Subsidiary as a result an Unrestricted Subsidiary in accordance with the terms 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 (x) 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 or (y) Indebtedness Incurred under clause (i) or (vii) of the second paragraph of SectionIndenture.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee Guarantees (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary 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 other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary GuaranteeGuarantee until the Notes have been paid in full, in U.S. Dollars; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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 or (y) of Indebtedness Incurred under the Senior Secured Facilities up to the amount permitted to be Incurred under clause (i) or (viia)(viii) of the second paragraph of SectionSection 4.

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company or any Subsidiary Guarantor which is pari passu PARI PASSU with or expressly subordinate in right of payment to the Notes or any Notes Guarantee ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary 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 other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee, until payment in full of the outstanding principal amount of such Notes and any premium or accrued and unpaid interest thereon then due and owing; provided PROVIDED that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (x) 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 or (y) Indebtedness Incurred under clause (i) or (vii) of the second paragraph of Sectionparagraph

Limitation on Issuances of Guarantees by Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company or any Subsidiary Guarantor which is pari passu PARI PASSU with or expressly subordinate in right of payment to the Notes or any Notes Guarantee ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary 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 other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee, until payment in full of the outstanding principal amount of such Notes and any premium or accrued and unpaid interest thereon then due and owing; provided PROVIDED that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (xa) 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 or (yb) of Indebtedness Incurred under pursuant to clause (i) or (vii) of the second paragraph of Section