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

Limitation on Issuances of Guarantees by Subsidiaries. The Company shall not permit any of its Subsidiaries and the Parent shall not permit any of its Subsidiaries, directly or indirectly, to guarantee any Indebtedness of either or both of the Company or the Parent or of any Guarantor, including any Indebtedness under the Credit Agreement that ranks equally with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless: (1) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a guarantee of the Notes by such Subsidiary, and (2) such Subsidiary waives and agrees not to, 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, the Parent or any other Subsidiary as a result of any payment by such Subsidiary under its Guarantee; provided, that this provision shall not be applicable to any guarantee of any Subsidiary that existed at the time such Person became a Subsidiary and which was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. If the Guaranteed Indebtedness ranks equally in right of payment with the Notes, then the guarantee of such Guaranteed Indebtedness shall rank equally in right of payment with, or subordinate in right of payment to, the Guarantee. If the Guaranteed Indebtedness is subordinate in right of payment to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes.

Limitation on Issuances of Guarantees by Subsidiaries. The Under the terms of the Indenture, the Company shall will not permit any Subsidiary of its Subsidiaries and the Parent shall not permit any of its SubsidiariesCompany, directly or indirectly, to guarantee Guarantee any Indebtedness of either or both of the Company or the Parent or of any Guarantor, including any Indebtedness under the Credit Agreement that ranks equally with or subordinate in right of payment to the Notes ("“Guaranteed Indebtedness"”), unless: unless (1i) such Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a guarantee Guarantee by such Subsidiary (a “Subsidiary Guarantee”) of payment of the Notes by such Subsidiary, and Debt Securities and (2ii) such Subsidiary waives and agrees will not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Company or any other Subsidiary of the Company as a result of any payment by such Subsidiary under its Subsidiary Guarantee; provided, provided that this provision paragraph shall not be applicable to any guarantee Guarantee of any Subsidiary of the Company that existed (x) exists at the time such Person became becomes a Subsidiary of the Company and which (y) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a SubsidiarySubsidiary of the Company. If the Guaranteed Indebtedness ranks equally in right of payment is pari passu with the NotesDebt Securities, then the guarantee Guarantee of such Guaranteed Indebtedness shall rank equally in right of payment be pari passu with, or subordinate in right of payment subordinated to, the Subsidiary Guarantee. If the Guaranteed Indebtedness is subordinate in right of payment subordinated to the NotesDebt Securities, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Debt Securities. Notwithstanding the foregoing, any Subsidiary Guarantee by a Subsidiary of the Company shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s and each of its Subsidiary’s Capital Stock in, or all or substantially all the assets of, such Subsidiary (which sale, exchange or transfer is not in right contravention of the “Limitation on Asset Sales” covenant and is not otherwise prohibited hereby) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment to the Notesunder such Guarantee.

Limitation on Issuances of Guarantees by Subsidiaries. The Under the terms of the 7-Year Notes Indenture, the Company shall will not permit any Subsidiary of its Subsidiaries and the Parent shall not permit any of its SubsidiariesCompany, directly or indirectly, to guarantee Guarantee any Indebtedness of either or both of the Company or the Parent or of any Guarantor, including any Indebtedness under the Credit Agreement that ranks equally with or subordinate in right of payment to the Notes ("“Guaranteed Indebtedness"”), unless: unless (1i) such Subsidiary simultaneously executes and delivers a supplemental indenture to this the 7-Year Notes Indenture providing for a guarantee Guarantee by such Subsidiary (a “Subsidiary Guarantee”) of payment of the 7-Year Notes by such Subsidiary, and and (2ii) such Subsidiary waives and agrees will not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Company or any other Subsidiary of the Company as a result of any payment by such Subsidiary under its Subsidiary Guarantee; provided, provided that this provision paragraph shall not be applicable to any guarantee Guarantee of any Subsidiary of the Company that existed (x) exists at the time such Person became becomes a Subsidiary of the Company and which (y) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a SubsidiarySubsidiary of the Company. If the Guaranteed Indebtedness ranks equally in right of payment is pari passu with the 7-Year Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall rank equally in right of payment be pari passu with, or subordinate in right of payment subordinated to, the Subsidiary Guarantee. If the Guaranteed Indebtedness is subordinate in right of payment subordinated to the 7-Year Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the 7-Year Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Subsidiary of the Company shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s and each of its Subsidiary’s Capital Stock in, or all or substantially all the assets of, such Subsidiary (which sale, exchange or transfer is not in right contravention of the “Limitation on Asset Sales” covenant and is not otherwise prohibited hereby) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment to the Notesunder such Guarantee.

Limitation on Issuances of Guarantees by Subsidiaries. 4.11.1 The Company shall not permit any of its Subsidiaries and the Parent shall Subsidiary which is not permit any of its Subsidiariesa Subsidiary Guarantor, directly or indirectly, to guarantee any Indebtedness of either or both (“Guaranteed Indebtedness”) of the Company or the Parent or of any Guarantorother Restricted Subsidiary, including any Indebtedness under the Credit Agreement that ranks equally with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless: unless (1) (a) such Subsidiary Restricted Subsidiary, simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Subsidiary guarantee of payment of the Notes by such Subsidiary, and Restricted Subsidiary and (2b) such Restricted Subsidiary waives and agrees will not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided, that this provision shall not be applicable to any Subsidiary guarantee until the Notes have been paid in full or (2) such guarantee and such Guaranteed Indebtedness are permitted by clause (b) of any Subsidiary that existed at the time such Person became a Subsidiary and which was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Section 4.10.2 above. 4.11.2 If the Guaranteed Indebtedness (A) ranks equally pari passu in right of payment with the NotesNotes or any Subsidiary guarantee, then the guarantee of such Guaranteed Indebtedness shall rank equally pari passu in right of payment with, or subordinate in right of payment subordinated to, the Guarantee. If the Guaranteed Indebtedness Subsidiary guarantee or (B) is subordinate subordinated in right of payment to the NotesNotes or any Subsidiary guarantee, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guarantee Subsidiary guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the NotesNotes or the Subsidiary guarantee.

Limitation on Issuances of Guarantees by Subsidiaries. The Company shall not permit any of its Subsidiaries and the Parent shall not permit any of its SubsidiariesSubsidiary, directly or indirectly, to guarantee Guarantee any Indebtedness of either or both of the Company or the Parent or which is pari passu in right of any Guarantorpayment with, including any Indebtedness under the Credit Agreement that ranks equally with or subordinate in right of payment to to, the Notes ("Guaranteed Indebtedness"), unless: unless (1i) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a guarantee Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Subsidiary, and ; and (2ii) such Subsidiary waives waives, and agrees shall not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Company or any other Subsidiary as a result of any payment by such Subsidiary under its Subsidiary Guarantee; provided, provided that this provision paragraph shall not be applicable to (x) any guarantee Guarantee of any Subsidiary that existed at the time such Person became a Subsidiary and which was not incurred Incurred in connection with, or in contemplation of, such Person becoming a SubsidiarySubsidiary or (y) any Guarantee of any Subsidiary of Indebtedness Incurred under the Credit Facilities permitted by this Indenture. If the Guaranteed Indebtedness ranks equally is (A) pari passu in right of payment with the Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall rank equally be pari passu in right of payment with, or subordinate subordinated in right of payment to, the Guarantee. If the Guaranteed Indebtedness is subordinate Subsidiary Guarantee or (B) subordinated in right of payment to the Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each Subsidiary' s Capital Stock in, or all or substantially all the assets of, such Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees by Subsidiaries. The Under the terms of the 7-Year Notes Indenture, the Company shall will not permit any Subsidiary of its Subsidiaries and the Parent shall not permit any of its SubsidiariesCompany, directly or indirectly, to guarantee Guarantee any Indebtedness of either or both of the Company or the Parent or of any Guarantor, including any Indebtedness under the Credit Agreement that ranks equally with or subordinate in right of payment to the Notes ("“Guaranteed Indebtedness"”), unless: unless (1i) such Subsidiary simultaneously executes and delivers a supplemental indenture to this the 7-Year Notes Indenture providing for a guarantee Guarantee by such Subsidiary (a “Subsidiary Guarantee”) of payment of the 7-Year Notes by such Subsidiary, and and (2ii) such Subsidiary waives and agrees will not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Company or any other Subsidiary of the Company as a result of any payment by such Subsidiary under its Subsidiary Guarantee; provided, provided that this provision paragraph shall not be applicable to any guarantee Guarantee of any Subsidiary of the Company that existed (x) exists at the time such Person became becomes a Subsidiary of the Company and which (y) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a SubsidiarySubsidiary of the Company. If the Guaranteed Indebtedness ranks equally in right of payment is pari passu with the 7-Year Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall rank equally in right of payment be pari passu with, or subordinate in right of payment subordinated to, the Subsidiary Guarantee. If the Guaranteed Indebtedness is subordinate in right of payment subordinated to the 7-Year Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the 7-Year Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Subsidiary of the Company shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s and each of its Subsidiary’s Capital Stock in, or all or substantially all the assets of, such of its Subsidiary (which sale, exchange or transfer is not in right contravention of the “Limitation on Asset Sales” covenant and is not otherwise prohibited hereby) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment to the Notesunder such Guarantee.

Limitation on Issuances of Guarantees by Subsidiaries. The Company shall not permit any Subsidiary of its Subsidiaries and the Parent shall not permit any of its SubsidiariesCompany, directly or indirectly, to guarantee Guarantee any Indebtedness of either or both of the Company or the Parent or of any Guarantor, including any Indebtedness under the Credit Agreement that ranks equally with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless: unless (1i) such Subsidiary simultaneously executes and delivers such instruments as may be required to guarantee the obligations owed to all holders of Existing Debt (a supplemental indenture to this Indenture providing for a guarantee of the Notes by such Subsidiary, and "Subsidiary Guarantee") and (2ii) such Subsidiary waives and agrees will not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Company or any other Subsidiary of the Company as a result of any payment by such Subsidiary under its Subsidiary Guarantee; provided, provided that this provision paragraph shall not be applicable to any guarantee Guarantee of any Subsidiary of the Company that existed (x) exists at the time such Person became becomes a Subsidiary of the Company and which (y) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Company. Notwithstanding the foregoing, any Subsidiary Guarantee by a Subsidiary of the Company shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each of its Subsidiary. If 's Capital Stock in, or all or substantially all the Guaranteed Indebtedness ranks equally assets of, such Subsidiary (which sale, exchange or transfer is not in right contravention of the provisions of Section 7.08 and is not otherwise prohibited hereby) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment with the Notes, then the guarantee of under such Guaranteed Indebtedness shall rank equally in right of payment with, or subordinate in right of payment to, the Guarantee. If the Guaranteed Indebtedness is subordinate in right of payment to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Notes.

Limitation on Issuances of Guarantees by Subsidiaries. The Company shall will not permit any Subsidiary of its Subsidiaries and the Parent shall not permit any of its SubsidiariesCompany, directly or indirectly, to guarantee Guarantee any Indebtedness of either or both of the Company or the Parent or of any Guarantor, including any Indebtedness under the Credit Agreement that ranks equally with or subordinate in right of payment to the Notes ("“Guaranteed Indebtedness"”), unless: unless (1i) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a guarantee Guarantee by such Subsidiary (a “Subsidiary Guarantee”) of payment of the Notes by such Subsidiary, and Debt Securities and (2ii) such Subsidiary waives and agrees will not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Company or any other Subsidiary of the Company as a result of any payment by such Subsidiary under its Subsidiary Guarantee; provided, provided that this provision paragraph shall not be applicable to any guarantee Guarantee of any Subsidiary of the Company that existed (x) exists at the time such Person became becomes a Subsidiary of the Company and which (y) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a SubsidiarySubsidiary of the Company. If the Guaranteed Indebtedness ranks equally in right of payment is pari passu with the NotesDebt Securities, then the guarantee Guarantee of such Guaranteed Indebtedness shall rank equally in right of payment be pari passu with, or subordinate in right of payment subordinated to, the Subsidiary Guarantee. If the Guaranteed Indebtedness is subordinate in right of payment subordinated to the NotesDebt Securities, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Debt Securities. Notwithstanding the foregoing, any Subsidiary Guarantee by a Subsidiary of the Company shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s and each of its Subsidiary’s Capital Stock in, or all or substantially all the assets of, such Subsidiary (which sale, exchange or transfer is not in right contravention of Section 4.13 and is not otherwise prohibited hereby) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment to the Notesunder such Guarantee.

Limitation on Issuances of Guarantees by Subsidiaries. The Under the terms of the Indenture, the Company shall will not permit any Subsidiary of its Subsidiaries and the Parent shall not permit any of its SubsidiariesCompany, directly or indirectly, to guarantee Guarantee any Indebtedness of either or both of the Company or the Parent or of any Guarantor, including any Indebtedness under the Credit Agreement that ranks equally with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless: unless (1i) such Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a guarantee Guarantee by such Subsidiary (a "Subsidiary Guarantee") of payment of the Notes by such Subsidiary, and Debt Securities and (2ii) such Subsidiary waives and agrees will not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Company or any other Subsidiary of the Company as a result of any payment by such Subsidiary under its Subsidiary Guarantee; provided, provided that this provision paragraph shall not be applicable to any guarantee Guarantee of any Subsidiary of the Company that existed (x) exists at the time such Person became becomes a Subsidiary of the Company and which (y) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a SubsidiarySubsidiary of the Company. If the Guaranteed Indebtedness ranks equally in right of payment is pari passu with the NotesDebt Securities, then the guarantee Guarantee of such Guaranteed Indebtedness shall rank equally in right of payment be pari passu with, or subordinate in right of payment subordinated to, the Subsidiary Guarantee. If the Guaranteed Indebtedness is subordinate in right of payment subordinated to the NotesDebt Securities, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Debt Securities. Notwithstanding the foregoing, any Subsidiary Guarantee by a Subsidiary of the Company shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each of its Subsidiary's Capital Stock in, or all or substantially all the assets of, such Subsidiary (which sale, exchange or transfer is not in right contravention of the "Limitation on Asset Sales" covenant and is not otherwise prohibited hereby) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment to the Notesunder such Guarantee.

Limitation on Issuances of Guarantees by Subsidiaries. The Company shall will not permit any Subsidiary of its Subsidiaries and the Parent shall not permit any of its SubsidiariesCompany, directly or indirectly, to guarantee Guarantee any Indebtedness of either or both of the Company or the Parent or of any Guarantor, including any Indebtedness under the Credit Agreement that ranks equally with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless: unless (1i) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a guarantee Guarantee by such Subsidiary (a "Subsidiary Guarantee") of payment of the Notes by such Subsidiary, and Debt Securities and (2ii) such Subsidiary waives and agrees will not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Company or any other Subsidiary of the Company as a result of any payment by such Subsidiary under its Subsidiary Guarantee; provided, provided that this provision paragraph shall not be applicable to any guarantee Guarantee of any Subsidiary of the Company that existed (x) exists at the time such Person became becomes a Subsidiary of the Company and which (y) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a SubsidiarySubsidiary of the Company. If the Guaranteed Indebtedness ranks equally in right of payment is pari passu with the NotesDebt Securities, then the guarantee Guarantee of such Guaranteed Indebtedness shall rank equally in right of payment be pari passu with, or subordinate in right of payment subordinated to, the Subsidiary Guarantee. If the Guaranteed Indebtedness is subordinate in right of payment subordinated to the NotesDebt Securities, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Debt Securities. Notwithstanding the foregoing, any Subsidiary Guarantee by a Subsidiary of the Company shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each of its Subsidiary's Capital Stock in, or all or substantially all the assets of, such Subsidiary (which sale, exchange or transfer is not in right contravention of Section 4.13 and is not otherwise prohibited hereby) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment to the Notesunder such Guarantee.

Limitation on Issuances of Guarantees by Subsidiaries. The Under the terms of the 10-Year Notes Indenture, the Company shall will not permit any Subsidiary of its Subsidiaries and the Parent shall not permit any of its SubsidiariesCompany, directly or indirectly, to guarantee Guarantee any Indebtedness of either or both of the Company or the Parent or of any Guarantor, including any Indebtedness under the Credit Agreement that ranks equally with or subordinate in right of payment to the Notes ("“Guaranteed Indebtedness"”), unless: unless (1i) such Subsidiary simultaneously executes and delivers a supplemental indenture to this the 10-Year Notes Indenture providing for a guarantee Guarantee by such Subsidiary (a “Subsidiary Guarantee”) of payment of the Step-Up Notes by such Subsidiary, and and (2ii) such Subsidiary waives and agrees will not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Company or any other Subsidiary of the Company as a result of any payment by such Subsidiary under its Subsidiary Guarantee; provided, provided that this provision paragraph shall not be applicable to any guarantee Guarantee of any Subsidiary of the Company that existed (x) exists at the time such Person became becomes a Subsidiary of the Company and which (y) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a SubsidiarySubsidiary of the Company. If the Guaranteed Indebtedness ranks equally in right of payment is pari passu with the Step-Up Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall rank equally in right of payment be pari passu with, or subordinate in right of payment subordinated to, the Subsidiary Guarantee. If the Guaranteed Indebtedness is subordinate in right of payment subordinated to the Step-Up Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Step-Up Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Subsidiary of the Company shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s and each of its Subsidiary’s Capital Stock in, or all or substantially all the assets of, such Subsidiary (which sale, exchange or transfer is not in right contravention of the “Limitation on Asset Sales” covenant and is not otherwise prohibited hereby) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment to the Notesunder such Guarantee.

Limitation on Issuances of Guarantees by Subsidiaries. The Company shall not permit (a) With respect to any of its Subsidiaries and the Parent shall not permit any of its SubsidiariesSubsidiary, directly or indirectly, to guarantee Guarantee any Indebtedness of either or both of the Company or the Parent or of any Guarantor, including any Indebtedness under the Credit Agreement that ranks equally Borrower which is pari passu with or subordinate in right of payment to the Notes Obligations ("Guaranteed Indebtedness"), unless: (1i) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for guarantee (a guarantee "Subsidiary Guarantee") of payment of the Notes by such Subsidiary, Obligations; and (2ii) such Subsidiary waives and agrees will not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Borrower or any other Subsidiary as a result of any payment by such Subsidiary under its GuaranteeSubsidiary Guarantee until the Extensions of Credit have been paid in full, in U.S. dollars; provided, provided that this provision paragraph shall not be applicable to any guarantee Guarantee of any Subsidiary that existed at the time such Person became a Subsidiary and which was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. . (b) If the Guaranteed Indebtedness ranks equally in right of payment is (i) pari passu with the NotesExtensions of Credit, then the guarantee Guarantee of such Guaranteed Indebtedness shall rank equally in right of payment be pari passu with, or subordinate in right of payment subordinated to, the Guarantee. If the Guaranteed Indebtedness is subordinate in right of payment Subsidiary Guarantee or (ii) subordinated to the NotesExtensions of Credit, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Extensions of Credit. (c) Notwithstanding the foregoing, any Subsidiary Guarantee by a Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person not an Affiliate of the Borrower, of all of the Borrower's or any Subsidiary's Capital Stock in, or all or substantially all the assets of, such Subsidiary (which sale, exchange or transfer is not prohibited by this Agreement); or (ii) the release or discharge of the Guarantee which resulted in right the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment to the Notesunder such Guarantee.

Limitation on Issuances of Guarantees by Subsidiaries. The Company shall not permit (a) With respect to any of its Subsidiaries and the Parent shall not permit any of its SubsidiariesSubsidiary, directly or indirectly, to guarantee Guarantee any Indebtedness of either or both of the Company or the Parent or of any Guarantor, including any Indebtedness under the Credit Agreement that ranks equally Borrower which is pari passu with or subordinate in right of payment to the Notes Obligations ("Guaranteed Indebtedness"), unless: (1i) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for guarantee (a guarantee "Subsidiary Guarantee") of payment of the Notes by such Subsidiary, Obligations; and (2ii) such Subsidiary waives and agrees will not to, in any manner whatsoever, whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company, the Parent Borrower or any other Subsidiary as a result of any payment by such Subsidiary under its GuaranteeSubsidiary Guarantee until the Term Loans have been paid in full, in U.S. dollars; provided, provided that this provision paragraph shall not be applicable to any guarantee Guarantee of any Subsidiary that existed at the time such Person became a Subsidiary and which was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. . (b) If the Guaranteed Indebtedness ranks equally in right of payment is (i) pari passu with the NotesTerm Loans, then the guarantee Guarantee of such Guaranteed Indebtedness shall rank equally in right of payment be pari passu with, or subordinate in right of payment subordinated to, the Guarantee. If the Guaranteed Indebtedness is subordinate in right of payment Subsidiary Guarantee or (ii) subordinated to the NotesTerm Loans, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Term Loans. (c) Notwithstanding the foregoing, any Subsidiary Guarantee by a Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person not an Affiliate of the Borrower, of all of the Borrower's or any Subsidiary's Capital Stock in, or all or substantially all the assets of, such Subsidiary (which sale, exchange or transfer is not prohibited by this Agreement); or (ii) the release or discharge of the Guarantee which resulted in right the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment to the Notesunder such Guarantee.