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

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company, other than Indebtedness under Credit Facilities incurred under clause (iii) of paragraph (b) of Section 6.1 unless (i) such Restricted Subsidiary simultaneously executes and delivers an amendment to this Agreement providing for a Guarantee of the Notes and guarantees the High Yield/Public Debt on terms substantially similar to the Guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes and the High Yield/Public Debt, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's assumption, Guarantee or other liability with respect to the Notes and the High Yield/Public Debt substantially to the same extent as such Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives, and shall 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 Guarantee.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall Parent will not permit any of its Restricted SubsidiarySubsidiaries other than the Issuer, directly or indirectly, to Guaranteeguarantee, assume or in any other manner become liable with respect to any Indebtedness of Parent or the CompanyIssuer, other than Indebtedness under Credit Facilities incurred under clause clauses (iiii) of paragraph and (bii) of Section 6.1 1011, unless (i) such Restricted Subsidiary simultaneously executes and delivers an amendment a supplemental indenture to this Agreement Indenture providing for a Guarantee of the Notes and guarantees the High Yield/Public Debt on terms substantially similar to the Guarantee guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes and the High Yield/Public DebtNotes, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's assumption, Guarantee or other liability with respect to the Notes and the High Yield/Public Debt substantially to the same extent as such Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives, and shall 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 Obligors or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee. Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary may provide by its terms that it will be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of Parent, of all of Parent's and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture), (ii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with this Indenture, or (iii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee, assume or in any other manner become liable with respect to any Indebtedness of the CompanyCompany or Holdings, other than Indebtedness under Credit Facilities incurred under clause (iii) of paragraph (b) of Section 6.1 5.1 unless (i) such Restricted Subsidiary simultaneously executes and delivers an amendment to this Agreement providing for a Guarantee of the Notes Note and the Unsecured 2001 Loan and guarantees the High Yield/Public Debt on terms substantially similar to the Guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes Note, the Unsecured 2001 Loan and the High Yield/Public Debt, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's assumption, Guarantee or other liability with respect to the Notes Note, the Unsecured 2001 Loan and the High Yield/Public Debt substantially to the same extent as such Indebtedness is subordinated to the Notes Note, the Unsecured 2001 Loan and the High Yield Public Debt and (ii) such Restricted Subsidiary waives, and shall 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 Company, Holdings or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary, directly or indirectly, Subsidiary to Guarantee, assume or in any other manner become liable with respect to Guarantee the payment of any Indebtedness of the Company, Company or any Indebtedness of any other than Indebtedness under Credit Facilities incurred under clause (iii) of paragraph (b) of Section 6.1 Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers an amendment a supplemental indenture to this Agreement the Indenture providing for a Guarantee of payment of the Notes and guarantees the High Yield/Public Debt on terms substantially similar to the Guarantee of Securities by such Indebtedness, Restricted Subsidiary (a "Subsidiary Guarantee") except that with respect to a guarantee of Indebtedness of the Company if such Indebtedness is by its express terms subordinated in right of payment to the Notes and the High Yield/Public DebtSecurities, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's assumption, Subsidiary Guarantee or other liability with respect to the Notes and the High Yield/Public Debt Securities substantially to the same extent as such Indebtedness is subordinated to the Notes and Securities; (ii) such Restricted Subsidiary waives, waives and shall 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; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is limited by general principles of equity; provided that this paragraph (a) shall not become applicable to any Guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that Guarantees the payment of obligations of the Company or any Restricted Subsidiary under the Revolving Credit Facility or the Senior Secured Notes or Indebtedness with similar terms (other than interest rates and maturity), provisions and covenants as the Senior Secured Notes and such Indebtedness is secured by a Lien Incurred exclusively under clause (18) of the definition of Permitted Liens and the principal amount of such Indebtedness in the aggregate does not exceed 15% of Total Assets and any refunding, refinancing or replacement thereof, in whole or in part; provided, further that such Indebtedness Incurred under this clause (y) and any refunding, refinancing or replacement thereof (1) does not constitute Subordinated Indebtedness and (2) is not Incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an "Excluded Guarantee").

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee, assume or in any other manner become liable with respect to any Indebtedness of the CompanyCompany or Holdings, other than Indebtedness under Credit Facilities incurred under clause (iii) of paragraph (b) of Section 6.1 5.1 unless (i) such Restricted Subsidiary simultaneously executes and delivers an amendment to this Agreement providing for a Guarantee of the Notes Note and the Secured 2001 Loan and guarantees the High Yield/Public Debt on terms substantially similar to the Guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes Note, the Secured 2001 Loan and the High Yield/Public Debt, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's assumption, Guarantee or other liability with respect to the Notes Note, the Secured 2001 Loan and the High Yield/Public Debt substantially to the same extent as such Indebtedness is subordinated to the Notes Note, the Secured 2001 Loan and the High Yield Public Debt and (ii) such Restricted Subsidiary waives, and shall 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 Company, Holdings or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall Parent will not permit any of its Restricted SubsidiarySubsidiaries other than the Borrower, directly or indirectly, to Guaranteeguarantee, assume or in any other manner become liable with respect to any Indebtedness of Parent or the CompanyBorrower, other than Indebtedness under Credit Facilities incurred under clause (iii) of paragraph (b) of Section 6.1 unless (i) such Restricted Subsidiary simultaneously executes and delivers an amendment to this Agreement providing for a Guarantee of the Notes and guarantees the High Yield/Public Debt Loans on terms substantially similar to the Guarantee guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes and the High Yield/Public DebtLoans, any such assumption, assumption Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's ’s assumption, Guarantee or other liability with respect to the Notes and the High Yield/Public Debt Loans substantially to the same extent as such Indebtedness is subordinated to the Notes Loans and (ii) such Restricted Subsidiary waives, and shall 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 Obligors or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee. Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary may provide by its terms that it will be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of Parent, of all of Parent’s and each Restricted Subsidiary’s Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Agreement), (ii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with this Agreement, or (iii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee.