Common use of Additional Guarantors; Guaranty Trigger Event Clause in Contracts

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "Material Subsidiary", (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Loan Facility, CoBank Borrower Term Loan Facility or the U.S. Cellular Credit Agreement, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "Guaranty Trigger Event"), then, in the case of clauses (i) and (ii), the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), and in the case of clauses (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), shall Guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "“Material Subsidiary"”, (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Xxxxx’x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-BBB‑, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's ’s senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x Xxxxx’x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Revolving Loan Facility, CoBank Borrower Term the U.S. Cellular Revolving Loan Facility or the U.S. Cellular Credit AgreementTerm Loan Facility, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "“Guaranty Trigger Event"”), then, in the case of clauses (i) and (ii), then the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), and in the case of clauses (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), shall Guarantee guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Material Domestic Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "“Material Subsidiary"”, (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iviii) of Section 4.01(a4.03(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Mxxxx’x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-BBB‑, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's ’s senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x Mxxxx’x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Loan Facility, CoBank Borrower Term Revolving Loan Facility or the U.S. Cellular Parent Credit Agreement, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "“Guaranty Trigger Event"”), then, in the case of clauses (i) and (ii), then the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), and in the case of clauses (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), shall Guarantee guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Material Domestic Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iviii) of Section 4.01(a4.03(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "“Material Subsidiary"”, (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iviii) of Section 4.01(a4.03(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Xxxxx’x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-BBB‑, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's ’s senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x Xxxxx’x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Revolving Loan Facility, CoBank Borrower the Parent Term Loan Facility or the U.S. Cellular Parent Credit Agreement, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "“Guaranty Trigger Event"”), then, in the case of clauses (i) and (ii), the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. CellularBorrower, the Excluded Subsidiary and their Subsidiaries)and, and in the case of clauses clause (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries)Subsidiary, shall Guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iviii) of Section 4.01(a4.03(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "Material Subsidiary", (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-BBB, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Borrower Term Loan Facility, CoBank Borrower Parent Term Loan Facility or the U.S. Cellular Parent Credit Agreement, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "Guaranty Trigger Event"), then, in the case of clauses (i) and (ii), the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries)Borrower, and in the case of clauses clause (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries)Subsidiary, shall Guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "“Material Subsidiary"”, (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Xxxxx’x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-BBB, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's ’s senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x Xxxxx’x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Revolving Loan Facility, CoBank Borrower the Parent Term Loan Facility or the U.S. Cellular Parent Credit Agreement, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "“Guaranty Trigger Event"”), then, in the case of clauses (i) and (ii), the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. CellularBorrower, the Excluded Subsidiary and their Subsidiaries)and, and in the case of clauses clause (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries)Subsidiary, shall Guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "“Material Subsidiary"”, (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Xxxxx’x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's ’s senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x Xxxxx’x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Loan Facility, CoBank Borrower Term Loan Facility or the U.S. Cellular Parent Credit Agreement, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "“Guaranty Trigger Event"”), then, in the case of clauses (i) and (ii), then the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), and in the case of clauses (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), shall Guarantee guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Material Domestic Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "“Material Subsidiary"”, (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Xxxxx’x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's ’s senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x Xxxxx’x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Loan Facility, CoBank Borrower Term Loan Facility or the U.S. Cellular Credit Agreement, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "“Guaranty Trigger Event"”), then, in the case of clauses (i) and (ii), then the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), and in the case of clauses (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), shall Guarantee guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Material Domestic Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "“Material Subsidiary"”, (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iviii) of Section 4.01(a4.03(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Xxxxx’x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-BBB‑, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's ’s senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x Xxxxx’x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Revolving Loan Facility, CoBank Borrower the Parent Term Loan Facility or the U.S. Cellular Parent Credit Agreement, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "“Guaranty Trigger Event"”), then, in the case of clauses (i) and (ii), the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellularshall guarantee, the Excluded Subsidiary and their Subsidiaries)and, and in the case of clauses clause (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries)Subsidiary, shall Guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Material Domesticapplicable Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iviii) of Section 4.01(a4.03(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "Material Subsidiary", (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Borrower Term Loan Facility, the CoBank Borrower Parent Term Loan Facility, the Existing Revolving Credit Facility or the U.S. Cellular Parent Revolving Credit AgreementFacility, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "Guaranty Trigger Event"), then, in the case of clauses (i) and (ii), the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries)Borrower, and in the case of clauses clause (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries)Subsidiary, shall Guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "Material Subsidiary", (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-BBB‑, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Borrower Term Loan Facility, CoBank Borrower Parent Term Loan Facility or the U.S. Cellular Parent Credit Agreement, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "Guaranty Trigger Event"), then, in the case of clauses (i) and (ii), the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries)Borrower, and in the case of clauses clause (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries)Subsidiary, shall Guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "“Material Subsidiary"”, (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Xxxxx’x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's ’s senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x Xxxxx’x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Revolving Loan Facility, CoBank Borrower Term the U.S. Cellular Revolving Loan Facility or the U.S. Cellular Credit AgreementTerm Loan Facility, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "“Guaranty Trigger Event"”), then, in the case of clauses (i) and (ii), the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), and in the case of clauses (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary Subsidiary, and their respective Subsidiaries), shall Guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "Material Subsidiary", (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the 85 formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Loan Facility, CoBank Borrower Term Loan Facility or the U.S. Cellular Credit Agreement, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "Guaranty Trigger Event"), then, in the case of clauses (i) and (ii), then the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), and in the case of clauses (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), shall Guarantee guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Material Domestic Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "“Material Subsidiary"”, (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Xxxxx’x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-BBB, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's ’s senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x Xxxxx’x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Revolving Loan Facility, CoBank Borrower Term the U.S. Cellular Revolving Loan Facility or the U.S. Cellular Credit AgreementTerm Loan Facility, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "“Guaranty Trigger Event"”), then, in the case of clauses (i) and (ii), the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries), and in the case of clauses (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary Subsidiary, and their respective Subsidiaries), shall Guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors; Guaranty Trigger Event. (a) On (or at the election of the Borrower prior to) the date the Borrower is required to deliver the Compliance Certificate for each fiscal quarter, (i) if, at such time, any existing direct Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any of their Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary as a "“Material Subsidiary"”, (ii) notify the Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (i) and (ii)(A) above to (x) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall have no duty to comply with the requirements set forth in clauses (i) - (iii) above during a Guaranty Release Period. (b) If, at any time after the occurrence of the Guaranty Release Date, (i) two or more of S&P Rating, Xxxxx'x Xxxxx’x Rating or Fitch Rating falls below BBB-, Baa3 or BBB-BBB‑, respectively, (ii) the Borrower fails to maintain a Debt Rating of the Borrower's ’s senior unsecured long-term debt securities by two or more of S&P, Xxxxx'x Xxxxx’x and Fitch, (iii) the Borrower or any Subsidiary grants a Guarantee (or permits any such Guarantee to exist) of the CoBank U.S. Cellular Term Revolving Loan Facility, CoBank Borrower Term the U.S. Cellular Revolving Loan Facility or the U.S. Cellular Credit AgreementTerm Loan Facility, or (iv) any Pari Passu Guaranteed Indebtedness exists (each a "“Guaranty Trigger Event"”), then, in the case of clauses (i) and (ii), the Borrower and each then existing and subsequently acquired or formed Material Domestic Subsidiary of the Borrower (other than U.S. Cellular, the Excluded Subsidiary and their Subsidiaries)) shall guarantee, and in the case of clauses (iii) and (iv), the Borrower or applicable Subsidiary (other than U.S. Cellular, the Excluded Subsidiary Subsidiary, and their respective Subsidiaries), shall Guarantee the Obligations on a pari passu basis with such other Indebtedness (if any) and, upon the occurrence of such Guaranty Trigger Event, the Borrower shall execute and deliver to the Administrative Agent a Guaranty and shall cause each such applicable Material Domesticapplicable Subsidiary to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and (B) unless waived by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.