Limitation on Guarantees of Indebtedness by Restricted Subsidiaries Clause Samples
The "Limitation on Guarantees of Indebtedness by Restricted Subsidiaries" clause restricts the ability of certain subsidiaries within a corporate group to guarantee the debts of the parent company or other affiliates. Typically, this clause specifies that only designated subsidiaries, often those not classified as "restricted," may provide such guarantees, or it sets conditions under which guarantees can be issued, such as requiring equal and ratable treatment for existing creditors. Its core function is to protect creditors by preventing the dilution of their claims and to limit the risk exposure of restricted subsidiaries, thereby preserving the overall credit profile of the group.
POPULAR SAMPLE Copied 1 times
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any Non-Guarantor Subsidiary to guarantee the payment of any Indebtedness under the Senior Credit Facilities after the Issue Date unless:
(a) such Restricted Subsidiary within 20 business days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary;
(b) the Company shall within 20 business days deliver to the Trustee an Officer’s Certificate and Opinion of Counsel reasonably satisfactory to the Trustee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary 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. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 20 business day periods described in this Section 4.15.
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Issuer shall not permit any Domestic Subsidiary that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees the Senior Credit Facilities or other capital markets debt securities of the Issuer or any Guarantor), other than a direct or indirect Domestic Subsidiary of a direct or indirect Subsidiary that is CFC, a FSHCO, a Guarantor or a Receivables Subsidiary, to guarantee the payment of (i) any Indebtedness under the Senior Credit Facilities, (ii) any Credit Facility permitted under clause (1) of Section 4.09(b) or (iii) capital markets debt securities of the Issuer or any other Guarantor in an aggregate principal amount in excess of $100.0 million, unless such Subsidiary within 60 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D, as the case may be, hereto, providing for a Guarantee by such Subsidiary; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary 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.
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiaries, other than a Subsidiary Guarantor, or a Securitization Subsidiary, to guarantee the payment of any Indebtedness of the Company or any other Guarantor under the Senior Credit Facilities, any Additional First Lien Obligations, any Junior Lien Obligations or, if the Senior Credit Facilities cease to be outstanding, any capital markets debt securities of the Company or any Guarantor, unless such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day period described above.
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. Parent shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than the Issuer, a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless:
(a) such Restricted Subsidiary within 30 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture the form of which is attached as Exhibit D hereto providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and
(b) 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 applicable rights against Parent or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided, that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary 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. Parent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day period described in Section 4.15(a) hereof.
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer, the Co-Issuer or any Guarantor), other than a Guarantor, the Co-Issuer, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of any Indebtedness of the Issuer, the Co-Issuer or any Guarantor unless:
(a) such Restricted Subsidiary within 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and
(b) 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 applicable rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary 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. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (a) of this Section 4.15.
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Issuers will cause each Domestic Restricted Subsidiary of the Company (other than the Issuers) that incurs or guarantees (or otherwise becomes liable for) (i) Obligations under the Revolving Credit Facility or (ii) Indebtedness under any Debt Facility in excess of the De Minimis Amount to execute and deliver to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit C, within 30 days of the date on which it is required to become a Guarantor, pursuant to which such Restricted Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other Obligations under this Indenture and grant Liens on its assets constituting Collateral as set forth under Section 13.13 herein, except that with respect to a guarantee of Indebtedness of the Issuers or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Domestic Restricted Subsidiary with respect to such Indebtedness will be subordinated in right of payment to such guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes..
(b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (1) or (2) of this Section 4.11 and such Guarantee may be released at any time in the Company’s sole discretion
(c) Each Guarantee shall be released in accordance with the provisions of Section 10.06.
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Parent Guarantor shall not permit any of its Restricted Subsidiaries to guarantee, assume or in any other manner become liable for the payment of any Indebtedness of the Parent Guarantor or the Company (other than the Notes) unless:
(i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental agreement to this Facility Agreement providing for a Guarantee of payment of the Notes by such Restricted Subsidiary on the same terms as the guarantee of such Indebtedness; and
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) of the Base Indenture is hereby amended by amending and restating the first paragraph thereof in its entirety as follows:
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary, unless (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture and a Note Guarantee providing for a guarantee of payment of the Notes by such Restricted Subsidiary and (b) with respect to any guarantee of Subordinated Indebtedness by a Restricted Subsidiary, any such guarantee is subordinated to such Restricted Subsidiary's guarantee with respect to the Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes.
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiaries, other than a Subsidiary Guarantor, or a Securitization Subsidiary, to guarantee the payment of any Indebtedness of the Company or any other Guarantor under the Senior Credit Facilities, any Additional First Lien Obligations, any Junior Lien Obligations or any capital markets debt securities of the Company or any Guarantor, unless such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day period described above.