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

Limitation on Issuances of Guarantees of Indebtedness. The Company will not permit any of its Restricted Subsidiaries 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 to this Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness. The Note Guarantee of a Guarantor will automatically and unconditionally be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor (or that Guarantor’s direct or indirect parent) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon legal defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02 and Article 12 hereof.

Limitation on Issuances of Guarantees of Indebtedness. (a) The Company will not permit any of its Restricted Subsidiaries which is not a GuarantorSubsidiary, directly or indirectly, to Guarantee Guarantee, assume or pledge any assets to secure the payment of in any other manner become liable with respect to any Pari Passu Indebtedness or Subordinated Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee of the Notes on the same terms as the Guarantee of such Indebtedness PROVIDED THAT (i) such Guarantee need not be secured unless required pursuant to Section 4.12 and (ii) if such Indebtedness is by its terms expressly subordinated to the payment Notes, any such assumption, Guarantee or other liability of such Subsidiary with respect to such Indebtedness shall be subordinated to such Subsidiary's Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated to the Notes. This paragraph shall not apply to any Guarantee or assumption of liability of Indebtedness permitted under the Indenture described in clauses (i), (iv), (v) and (vi) of Section 4.09 (b). (b) Notwithstanding paragraph (a) of this Section 4.10, any Guarantee by such Restricted Subsidiary, which Guarantee will a Subsidiary of the Notes shall provide by its terms that it (and all Liens securing the same) shall be senior to or pari passu with such Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness. The Note Guarantee of a Guarantor will automatically and unconditionally be released: (1) in connection with released and discharged upon any sale sale, exchange or other disposition transfer, to any Person not an Affiliate of the Company, of all or substantially all of the assets of that Guarantor (including by way of merger of, such Subsidiary, or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor (or that Guarantor’s direct or indirect parent) to a Person that such Subsidiary owned by the Company, which transaction is not (either before or after giving effect to in compliance with the terms of the Indenture and such transaction) Subsidiary is released from its Guarantees of other Indebtedness of the Company or a Restricted Subsidiary any of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon legal defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02 and Article 12 hereofits Subsidiaries.

Limitation on Issuances of Guarantees of Indebtedness. The Company will not permit any of its Restricted Subsidiaries which is not a GuarantorSubsidiaries, directly or indirectly, to Guarantee 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 to this Indenture providing for the Guarantee guarantee of the payment of the Notes by such Restricted Subsidiary, which . The Subsidiary Guarantee will be (1) senior to such Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness if such other Indebtedness is subordinated to the Notes; or (2) pari passu with such Restricted Subsidiary’s Guarantee of or pledge to secure such other IndebtednessIndebtedness if such other Indebtedness is not subordinated to the Notes. The Note Subsidiary Guarantee of a Guarantor will be automatically and unconditionally be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 4.12 hereof; (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor (or that Guarantor’s direct or indirect parent) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the provisions of this Indenture, including Section 4.10 4.12 hereof; and such Guarantor ceases to be a Restricted Subsidiary as a result of such sale or other disposition; (3) if the Company designates any of its Restricted Subsidiary Subsidiaries that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or; (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture the Notes as provided in Section 8.02 below under the Sections 8.02, 8.03 and Article 12 11.01 hereof; or (5) if such Guarantor is released from the underlying Guarantee of Indebtedness giving rise to the execution of a Subsidiary Guarantee. The form of Subsidiary Guarantee is attached hereto as Exhibit B. Notwithstanding the foregoing, if the Company guarantees Indebtedness incurred by any of the Restricted Subsidiaries, such Guarantee by the Company will not require any of its Restricted Subsidiaries to provide a Subsidiary Guarantee for the Notes.

Limitation on Issuances of Guarantees of Indebtedness. The Company (a) Midwest will not permit any of its Restricted Subsidiaries which is not a GuarantorSubsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company Midwest unless such Restricted Subsidiary simultaneously executes and delivers a Note Guarantee substantially in the form attached as Exhibit E hereto and a supplemental indenture to this Indenture substantially in the form attached as Exhibit F hereto providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s 's Guarantee of or pledge to secure such other Indebtedness. . (b) The Note Guarantee of a Guarantor will automatically and unconditionally be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Midwest or a Restricted Subsidiary of the CompanyMidwest, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor (or that Guarantor’s direct or indirect parent) to a Person that is not (either before or after giving effect to such transaction) the Company Midwest or a Restricted Subsidiary of the CompanyMidwest, if the sale or other disposition does not violate Section 4.10 hereof; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon legal defeasance Legal Defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02 and Article 12 or Section 11.01 hereof; or (4) upon the discharge of the Indebtedness underlying its Guarantee or pledge referred to in the first paragraph of this Section 4.17.

Limitation on Issuances of Guarantees of Indebtedness. The Company will not permit any of its Restricted Subsidiaries 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 to this Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s 's Guarantee of or pledge to secure such other Indebtedness. The Note Guarantee of a Guarantor will automatically and unconditionally be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor (or that Guarantor’s 's direct or indirect parent) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon legal defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02 and Article 12 hereof.

Limitation on Issuances of Guarantees of Indebtedness. The Company will Issuers shall not permit any of its Domestic Restricted Subsidiaries which is not a GuarantorSubsidiary, directly or indirectly, to incur Indebtedness, or Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company Issuers or any Restricted Subsidiary, unless (1) such Indebtedness is incurred by such Restricted Subsidiary pursuant to clause (2), (4), (5), (6) (with respect to Permitted Refinancing Indebtedness in respect of Indebtedness initially incurred under clause (2) or (5) only), (7), (10), (11), (12), (13), (14) or (15) of Section 4.09 or pursuant to clause (9) of Section 4.09 (with respect to Indebtedness incurred under any of the foregoing clauses), (2) such Restricted Subsidiary is a Subsidiary Guarantor, or (3) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture in the form of Exhibit F to this Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiaryand becomes a Subsidiary Guarantor, which Guarantee will 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 's other Indebtedness or Guarantee of or pledge to secure such other Indebtedness. The Note Notwithstanding the preceding paragraph, any such Guarantee of a Guarantor will automatically and unconditionally be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyNotes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon any sale, if exchange or transfer, to any Person not an Affiliate of the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition Issuers, of all of the Capital Stock of that Guarantor (Issuers' stock in, or that Guarantor’s direct all or indirect parent) to a Person that substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary made in accordance compliance with the applicable provisions of this Indenture; or (4) upon legal defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02 and Article 12 hereof.

Limitation on Issuances of Guarantees of Indebtedness. The Company will shall not permit any of its Restricted Subsidiaries which is not a GuarantorSubsidiaries, 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 to this Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will shall be senior to or pari passu PARI PASSU with such Restricted Subsidiary’s 's Guarantee of or pledge to secure such other Indebtedness. The Note , unless such other Indebtedness is Senior Debt, in which case the Guarantee of a 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 foregoing, any Subsidiary Guarantee of the Notes shall provide by its terms that it shall be automatically released and the Guarantor will automatically and unconditionally be releasedrelieved of any Obligations under its Guarantee: (1i) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; is made in compliance with the applicable provisions of this Indenture; (2ii) in connection with any sale or other disposition of all of the Capital Stock of that a Guarantor (or that Guarantor’s direct or indirect parent) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; is made in compliance with the applicable provisions of this Indenture; (3iii) the Legal Defeasance or Covenant Defeasance of the Notes in accordance with the terms of this Indenture; or (iv) if the Company designates any Restricted Subsidiary that is a such Guarantor to be as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon legal defeasance or satisfaction and discharge . The form of this Indenture such Guarantee is attached as provided in Section 8.02 and Article 12 hereofExhibit D hereto.

Limitation on Issuances of Guarantees of Indebtedness. The Company will shall not permit any of its Domestic Restricted Subsidiaries which is not a GuarantorSubsidiary, 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 (x) is a Subsidiary Guarantor or (y) simultaneously executes and delivers a supplemental indenture to this Indenture providing for in the Guarantee form of the payment of the Notes by such Restricted SubsidiaryExhibit E hereto and becomes a Subsidiary Guarantor, which Guarantee will shall (x) 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 (y) with respect to any Guarantee of any other Indebtedness, be senior to or pari passu with such Restricted Subsidiary’s 's other Indebtedness or Guarantee of or pledge to secure such other Indebtedness. The Note Notwithstanding the preceding paragraph, any such Guarantee of a Guarantor will automatically and unconditionally be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer, to any Person not an Affiliate of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor (Company's stock in, or that Guarantor’s direct all or indirect parent) to a Person that substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary made in accordance compliance with the applicable provisions of this Indenture; or (4) upon legal defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02 and Article 12 hereof.

Limitation on Issuances of Guarantees of Indebtedness. The Company will not permit any of its Restricted Subsidiaries which is not a GuarantorSubsidiaries, directly or indirectly, to Guarantee 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 to this Indenture providing for the Guarantee guarantee of the payment of the Notes by such Restricted Subsidiary, which . The Subsidiary Guarantee will be (1) senior to such Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness if such other Indebtedness is subordinated to the Notes; or (2) pari passu with such Restricted Subsidiary’s Guarantee of or pledge to secure such other IndebtednessIndebtedness if such other Indebtedness is not subordinated to the Notes. The Note Subsidiary Guarantee of a Guarantor will be automatically and unconditionally be released: (1) in connection with any sale or of other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 4.12 hereof; (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor (or that Guarantor’s direct or indirect parent) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 4.12 hereof; (3) if the Company designates any of its Restricted Subsidiary Subsidiaries that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or; (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture the Notes as provided in Section 8.02 below under the Sections 8.02, 8.03 and Article 12 11.01 hereof; or (5) if such Guarantor is released from the underlying Guarantee of Indebtedness giving rise to the execution of a Subsidiary Guarantee. The form of Subsidiary Guarantee is attached hereto as Exhibit B. Notwithstanding the foregoing, if the Company guarantees Indebtedness incurred by any of the Restricted Subsidiaries, such Guarantee by the Company will not require any of its Restricted Subsidiaries to provide a Subsidiary Guarantee for the Notes.