Common use of Limitation on Issuances of Guarantees of Indebtedness Clause in Contracts

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the preceding sentence, any Note Guarantee of the Notes will provide by its terms that it will be automatically and unconditionally released and discharged if (1) the Company sells or disposes of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.17. The form of the Note Guarantee is attached as Exhibit E hereto.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless such Restricted Subsidiary (1) is a Guarantor or (2) simultaneously executes and delivers a supplemental indenture to this Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall will be senior to or pari passu PARI PASSU with such Subsidiary's Guarantee of or pledge to secure such other Indebtedness, Indebtedness unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the preceding sentenceparagraph, any Note such Guarantee by a Subsidiary of the Notes will must provide by its terms that it will be automatically and unconditionally released and discharged if (1) upon any sale, exchange or transfer, to any Person not an Affiliate of the Company sells or disposes Company, of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any GuarantorCompany's stock in, or (3) all or substantially all the Company properly designates any Restricted Subsidiary that assets of, such Subsidiary, which sale, exchange or transfer is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees made in compliance with the applicable provisions of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.17Indenture. The form of the Note such Guarantee is attached as Exhibit E hereto.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the preceding sentence, any Note Guarantee of the Notes will provide by its terms that it will be automatically and unconditionally released and discharged if (1) the Company sells or disposes of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any -50- Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.17. The form of the Note Guarantee is attached as Exhibit E hereto.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted SubsidiariesSubsidiary that is not a Guarantor, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any Guarantor (other than such Restricted Subsidiary) unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture in the form attached as Exhibit F hereto providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt or Guarantor Senior Debt, in which case the Guarantee of the Notes may shall be subordinated to the Guarantee of such Senior Debt or Guarantor Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the preceding sentenceparagraph, any Note Subsidiary Guarantee of the Notes will shall provide by its terms that it will shall be automatically and unconditionally released and discharged if (1) under the Company sells or disposes of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this circumstances described in Section 4.1711 hereof. The form of the Note Subsidiary Guarantee is attached as Exhibit E hereto.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the preceding sentenceparagraph, any Note Guarantee of the Notes will shall provide by its terms that it will be automatically and unconditionally released and discharged if (1) under the Company sells or disposes circumstances described in Article One of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.17Indenture. The form of the Note Guarantee is attached as Exhibit E heretoan exhibit to this Indenture.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall will not permit any of its Restricted SubsidiariesSubsidiary, which is not a Guarantor, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of or pledge to secure such other Indebtedness, Indebtedness unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the preceding sentence, any Note Any Subsidiary Guarantee of the Notes provided for pursuant to this Section 4.17 will provide by its terms that it will be automatically and unconditionally released and discharged if (1) upon the Company sells or disposes of all release by the holders of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company described in the preceding sentence of their guarantee by such that Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Guarantor would not Indebtedness other than as a result of payment under such guarantee). Such Subsidiary Guarantee shall be required to provide a Guarantee of in the Notes under this Section 4.17. The form of the Note Guarantee is attached as set forth in Exhibit E attached hereto.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Domestic Restricted SubsidiariesSubsidiary, directly or indirectly, to incur Indebtedness, or Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any Restricted Subsidiary, unless either such Restricted Subsidiary (1) is a Subsidiary Guarantor or (2) simultaneously executes and delivers a supplemental indenture providing for in the Guarantee form of the payment of the Notes by such Restricted SubsidiaryExhibit F to this Indenture and becomes a Subsidiary Guarantor, which Guarantee shall (a) with respect to any Guarantee of Senior Debt, be subordinated in right of payment on the same terms as the Notes are subordinated to such Senior Debt and (b) with respect to any Guarantee of any other Indebtedness, be senior to or pari passu with such Restricted Subsidiary's other Indebtedness or Guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the preceding sentenceparagraph, any Note such Guarantee by a Restricted Subsidiary of the Notes will shall provide by its terms that it will shall be automatically and unconditionally released and discharged if (1) upon any sale, exchange or transfer, to any Person not an Affiliate of the Company sells or disposes Company, of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any GuarantorCompany's stock in, or (3) all or substantially all the Company properly designates any assets of, such Restricted Subsidiary that Subsidiary, which sale, exchange or transfer is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees made in compliance with the applicable provisions of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.17. The form of the Note Guarantee is attached as Exhibit E heretoIndenture.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted SubsidiariesSubsidiary that is not a Guarantor, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any Guarantor (other than such Restricted Subsidiary) unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture in the form attached as Exhibit F hereto providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may shall be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the preceding sentenceparagraph, any Note Subsidiary Guarantee of the Notes will shall provide by its terms that it will shall be automatically and unconditionally released and discharged if (1) under the Company sells or disposes of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this circumstances described in Section 4.1711 hereof. The form of the Note Subsidiary Guarantee is attached as Exhibit E hereto.