Common use of Additional Note Guarantees Clause in Contracts

Additional Note Guarantees. If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) becomes a Material Domestic Subsidiary, (b) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications).

Additional Note Guarantees. If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) becomes a Material Domestic Subsidiary, either (b) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiaryi) guarantees any Indebtedness of the Issuer (other than Indebtedness under the Credit Agreement Agreement) or guarantees any Indebtedness (other than Indebtedness incurred pursuant to clauses (4), (5), (6), (7), (8), (9), (11), (12) or (14) of the definition of Permitted Parity Indebtedness) of any other Restricted Subsidiary or (ii) incurs any Indebtedness other than Permitted Indebtedness or (cb) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications)terms.

Additional Note Guarantees. If, If any Domestic Restricted Subsidiary of the Issuer Guarantees or becomes an obligor under the Credit Agreement after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) becomes a Material Domestic Subsidiary, (b) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: shall (1i) within 30 days execute and deliver a supplemental indenture to this Indenture providing for a Note Guarantee by such Restricted Subsidiary in the form of Exhibit B hereto and (ii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel stating that (a) a supplemental indenture in form such Note Guarantee has been duly executed and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture authorized; and (b) a notation of guarantee in respect of its such Note Guarantee; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) Guarantee constitutes a valid valid, binding and legally binding enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principals of equity; provided that this covenant 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. Each Note Guarantee shall be released in accordance with its terms (subject to customary qualifications)the provisions of Section 10.09.

Additional Note Guarantees. If, after the Initial Issue Date, (a) the Parent or any Restricted Subsidiary (including any newly formed, newly acquired the Issuer) shall acquire or newly Redesignated Restricted create another Subsidiary (other than a Foreign Subsidiary or a Subsidiary that has been designated an Unrestricted Subsidiary or an Immaterial Subsidiary) becomes a Material Domestic Subsidiary), (b) any Unrestricted Subsidiary is Redesignated a Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) any Foreign Subsidiary or Immaterial Subsidiary guarantees any Indebtedness of the Issuer otherwise elects or the Parent (other than pursuant to have any Restricted Subsidiary become a Guarantorparagraph 1 of the definition of Permitted Indebtedness), then, in each such case, the Parent and the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or more opinions Opinions of counsel Counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications)terms.

Additional Note Guarantees. IfIf Parent or any of its Restricted Subsidiaries acquires, after the Issue Date, (a) any creates or designates another Restricted Subsidiary (including other than any newly formedForeign Subsidiary, newly acquired any Exempted Subsidiary or newly Redesignated Restricted any Immaterial Subsidiary) becomes a Material Domestic Subsidiary, (b) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees any Indebtedness under after the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause date of this Indenture then such Restricted Subsidiary tomust become a Subsidiary Guarantor and shall, within ten Business Days after the date on which it was so acquired, created, capitalized or designated: (1a) execute and deliver to the Trustee (a) a supplemental indenture in the form and substance satisfactory to the Trustee attached hereto as Exhibit E pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and on the terms set forth in this Indenture and (b) a notation of guarantee in respect of its Note GuaranteeIndenture; and (2b) deliver to the Trustee one or more opinions an Opinion of counsel Counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding and enforceable obligation of such Restricted Subsidiary in accordance with its terms (Subsidiary, subject to customary qualifications)exceptions. (c) Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes.

Additional Note Guarantees. If, after the Issue Datedate hereof, (a1) any Restricted Wholly Owned U.S. Subsidiary (including any newly formed, formed or newly acquired or newly Redesignated Restricted Wholly Owned U.S. Subsidiary) becomes of the Issuer that is a Material Domestic Subsidiary, (b) any Restricted Subsidiary that is not then a Guarantor (including any newly formed, newly acquired x) incurs or newly Redesignated Restricted Subsidiary) guarantees any Indebtedness under the Existing Credit Agreement or (y) guarantees any Permitted Parity Indebtedness Capital Markets Debt issued by the Issuer or any Guarantor with an aggregate outstanding principal amount in excess of $100.0 million or (c2) the Issuer otherwise elects to have any of its Restricted Subsidiary Subsidiaries become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) , within 30 days thereafter, execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations become a Guarantor under the Notes and this Indenture and (b) provide a notation of guarantee Note Guarantee on the same terms and conditions as those set forth in respect of its Note Guarantee; and (2) deliver this Indenture and applicable to the Trustee one or more opinions other Guarantors and deliver an Officers’ Certificate and Opinion of counsel that Counsel reasonably satisfactory to the Trustee. The form of such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications)is attached as Exhibit E hereto.

Additional Note Guarantees. If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) becomes a Material Domestic Subsidiary, (b) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and Indenture, (b) a notation of guarantee in respect of its Note GuaranteeGuarantee and (c) execute joinders in respect of the applicable Security Documents and take the actions required thereby to perfect the security interests created thereby; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications).

Additional Note Guarantees. If, after the Issue Date, (a) The Company shall cause any Person that shall become a Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated an “Additional Restricted Subsidiary”) becomes to concurrently grant a Material Domestic Subsidiary, guarantee (ban “Additional Note Guarantee”) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees any Indebtedness of the Company’s obligations under this Indenture and the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver Notes to the Trustee (a) same extent that the Restricted Subsidiaries have guaranteed the Company’s obligations under this Indenture and the Notes by executing a supplemental indenture substantially in the form of Exhibit B, expressly assuming any and substance satisfactory to all Obligations hereunder and waiving any rights waived hereunder by any Restricted Subsidiary, and providing the Trustee pursuant with an Officers’ Certificate and Opinion of Counsel and by executing such documents described in Section 3.17; it being understood that such Additional Note Guarantee shall be subordinated in right of payment to which Senior Indebtedness of such Additional Restricted Subsidiary, including guarantees constituting Senior Indebtedness as provided in Article XII; provided, however, that each Additional Restricted Subsidiary shall be automatically and unconditionally guarantee all of the Issuer’s released and discharged from its obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its such Additional Note Guarantee; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary Guarantee only in accordance with its terms (subject to customary qualifications)Section 11.2.

Additional Note Guarantees. If, If the Company or any of its Restricted Subsidiaries acquires or creates another wholly-owned Domestic Subsidiary on or after the Issue Datedate of this Indenture, (a) any Restricted Subsidiary (including any newly formed, then that newly acquired or newly Redesignated Restricted Subsidiary) becomes a Material created Domestic Subsidiary, (b) any Restricted if such Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees any Indebtedness under of the Credit Agreement or any Permitted Parity Indebtedness or Company (c) the Issuer otherwise elects to have any Restricted unless such Subsidiary is a Receivables Subsidiary), shall become a Guarantor, thenGuarantor (which Note Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of such other Indebtedness unless such other Indebtedness is Senior Indebtedness, in each such case, which case the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver Note Guarantee may be subordinated to the Trustee (aguarantee of such Senior Indebtedness to the same extent as the Notes are subordinated to such Senior Indebtedness) and execute a supplemental indenture in form and substance deliver an Opinion of Counsel satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all within 30 days of the Issuer’s obligations under date on which it was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it (i) ceases to be an Immaterial Subsidiary or (ii) guarantees the Notes and this Indenture and (b) a notation Credit Agreement. The form of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications)is attached hereto as Exhibit E hereto.

Additional Note Guarantees. If, after the Issue Date, (a) the Issuer or any Restricted Subsidiary shall acquire or create another Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted other than a Subsidiary that has been designated an Unrestricted Subsidiary) becomes a Material Domestic Subsidiary, or (b) any Restricted Unrestricted Subsidiary (including any newly formed, newly acquired or newly Redesignated is redesignated a Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or more opinions Opinions of counsel Counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms terms; provided that in respect of any newly created Restricted Subsidiary, the Issuer shall deliver the executed documentation set forth in clauses (subject 1) and (2) above with respect to customary qualifications)such newly created Restricted Subsidiary(ies) within ten (10) days of the end of the fiscal quarter in which such Restricted Subsidiary was created.

Additional Note Guarantees. (a) If, after the Issue Date, (ax) the Issuer or any Restricted Subsidiary shall acquire or create another Subsidiary (including other than in any newly formed, newly acquired or newly Redesignated Restricted case a Subsidiary that has been designated an Unrestricted Subsidiary) becomes a Material Domestic Subsidiary, (b) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) that guarantees any Indebtedness under the any Credit Agreement or Facility, (y) any Permitted Parity Unrestricted Subsidiary is redesignated a Restricted Subsidiary and such Restricted Subsidiary guarantees any Indebtedness under any Credit Facility or (cz) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s 's obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms terms. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (subject to customary qualificationsb) Notwithstanding Section 4.16(a)., any Note Guarantee will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit F.

Additional Note Guarantees. (a) If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) becomes a Material Domestic Subsidiary, (b) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees of the Issuer shall guarantee any Indebtedness under of the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a GuarantorIssuer, then, in each such case, then the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and and, if the Exchange Offer has not been consummated or if the Shelf Registration Statement is required to be filed (b) a notation of guarantee in respect of its Note Guaranteeso long as it is effective), the Registration Rights Agreement; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms terms. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (subject to customary qualificationsb) Notwithstanding Section 4.16(a)., a Guarantor will be automatically and unconditionally released and discharged from its obligations under its Note Guarantee, the Indenture and the Registration Rights Agreement under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit F.

Additional Note Guarantees. (a) If, after the Issue Date, (ai) the Company or any Restricted Subsidiary shall acquire or create another Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiaryother than (x) becomes a Material Domestic Subsidiary that has been designated an Unrestricted Subsidiary, (by) any Restricted Foreign Subsidiary (including unless such Foreign Subsidiary shall have guaranteed any newly formed, newly acquired Indebtedness of the Company or newly Redesignated any Subsidiary of the Company (other than a Foreign Subsidiary) or (z) an Immaterial Subsidiary) or (ii) any Unrestricted Subsidiary is redesignated a Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer Company shall cause such Restricted Subsidiary to: : (1A) execute and deliver to the Trustee (a1) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s Company's obligations under the Notes and this Indenture Agreement and (b2) a notation of guarantee in respect of its Note Guarantee; and and (2B) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a1) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b2) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications)terms.

Additional Note Guarantees. If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) becomes a Material Domestic Subsidiary, (b) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) if requested by the Trustee, deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications).

Additional Note Guarantees. If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) becomes a Material Domestic Subsidiary, (b) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications).

Additional Note Guarantees. If, after the Issue Date, (a) the Issuer or any Restricted Subsidiary shall acquire or create another Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted other than a Subsidiary that has been designated an Unrestricted Subsidiary) becomes a Material Domestic Subsidiary, or (b) any Restricted Unrestricted Subsidiary (including any newly formed, newly acquired or newly Redesignated is redesignated a Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s 's obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or more opinions Opinions of counsel Counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms terms; provided that in respect of any newly created Restricted Subsidiary, the Issuer shall deliver the executed documentation set forth in clauses (subject 1) and (2) above with respect to customary qualifications)such newly created Restricted Subsidiary(ies) within ten (10) days of the end of the fiscal quarter in which such Restricted Subsidiary was created.

Additional Note Guarantees. If, after the Issue Date, (a) any The Issuer shall cause each Wholly-Owned Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Designated Restricted Subsidiary) becomes a Material Domestic Subsidiary, (b) other than any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Foreign Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and Indenture, (b) a notation of guarantee in respect of its Note Guarantee, (c) a supplement to the Collateral Agreement, (d) a supplement to the Intercreditor Agreement and (e) other applicable Security Documents, in each case in form and substance reasonably satisfactory to the Trustee; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture documents required by Section 4.16(a)(1), (ax) has have been duly authorized, executed and delivered by such Restricted Subsidiary and (by) constitutes constitute a valid and legally binding obligation of such Restricted Subsidiary in accordance with their terms. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (b) Notwithstanding Section 4.16(a), a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its terms (subject to customary qualifications).obligations under its Note Guarantee, this Indenture and the Registration Rights Agreement under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit F.

Additional Note Guarantees. If, after the Issue Date, (a) the Company or any Restricted Subsidiary shall acquire or create another Subsidiary (including any newly formedother than a Subsidiary that is an Excluded Subsidiary), newly acquired or newly Redesignated Restricted Subsidiary) becomes a Material Domestic Subsidiary, (b) any Restricted Unrestricted Subsidiary (including any newly formed, newly acquired or newly is Redesignated a Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer Company shall cause such Restricted Subsidiary toto promptly: (1) execute and deliver to the Trustee and the Collateral Agent (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the IssuerCompany’s obligations under the Notes and this Indenture and (b) a notation execute and deliver to the Trustee joinders to the Collateral Documents and/or additional Collateral Documents and effect all filings and other actions, in each case, necessary to grant valid and perfected security interests in the Collateral of guarantee in respect of its Note Guaranteesuch Restricted Subsidiary to secure the First Lien Obligations; and (2) deliver to the Trustee and the Collateral Agent one or more opinions of counsel that such supplemental indenture and Collateral Documents (a) has have been duly authorized, executed and delivered by such Restricted Subsidiary and Subsidiary, (b) constitutes constitute a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms and (subject c) with respect to customary qualifications)Collateral Documents, that they create valid and perfected liens in the Collateral of such Restricted Subsidiary.

Additional Note Guarantees. (a) If, after the Issue Date, (ax) the Issuer or any Restricted Subsidiary shall acquire or create another Subsidiary (including any newly formed, newly acquired other than a Foreign Subsidiary or newly Redesignated Restricted a Subsidiary that has been designated an Unrestricted Subsidiary) becomes a Material Domestic Subsidiary), (by) any Unrestricted Subsidiary is designated a Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted other than a Foreign Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (cz) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s 's obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note GuaranteeIndenture; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms terms. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (subject to customary qualificationsb) Notwithstanding Section 4.16(a)., a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under its Note Guarantee, the Indenture and the Registration Rights Agreement under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit F.

Additional Note Guarantees. If, after the Issue Date, (a) the Issuer or any Restricted Subsidiary shall acquire or create another Subsidiary (including other than (1) a Subsidiary that has been designated an Unrestricted Subsidiary or (2) an Excluded Subsidiary that does not guarantee any newly formed, newly acquired Indebtedness of the Issuer or newly Redesignated any other Restricted Subsidiary) becomes a Material Domestic Subsidiary), (b) any Restricted Unrestricted Subsidiary (including other than an Excluded Subsidiary that does not guarantee any newly formed, newly acquired Indebtedness of the Issuer or newly Redesignated any other Restricted Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness is redesignated a Restricted Subsidiary or (c) a Restricted Subsidiary that is an Excluded Subsidiary guarantees any Indebtedness of the Issuer otherwise elects to have or any other Restricted Subsidiary become a GuarantorSubsidiary, then, in each such case, the Issuer shall (unless it has already done so and a Note Guarantee of such Restricted Subsidiary is then in effect) cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or more opinions Opinions of counsel Counsel to the effect that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications)terms.

Additional Note Guarantees. If, after (a) After the Issue Date, (a) any the Issuer shall cause each Wholly-Owned Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Designated Restricted Subsidiary) becomes a Material Domestic Subsidiary, (b) other than any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Foreign Subsidiary) that guarantees any Indebtedness under the any Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary Facility to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture documents required by Section 4.16(a)(1), (ax) has have been duly authorized, executed and delivered by such Restricted Subsidiary and (by) constitutes constitute a valid and legally binding obligation of such Restricted Subsidiary in accordance with their terms. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (b) Notwithstanding Section 4.16(a), a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its terms (subject to customary qualifications).obligations under its Note Guarantee, this Indenture and the Registration Rights Agreement under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit F.

Additional Note Guarantees. (a) If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Designated Restricted Subsidiary) becomes a Material Domestic Subsidiary, (b) other than any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Foreign Subsidiary) guarantees any Indebtedness under the any Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a GuarantorFacility, then, in each such case, then the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms terms. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (subject to customary qualificationsb) Notwithstanding Section 4.16(a)., a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under its Note Guarantee, this Indenture and the Registration Rights Agreement under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit F.

Additional Note Guarantees. If, after the Issue Date, If (a) the Company or any of its Restricted Subsidiaries acquires or creates another domestic Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) becomes a Material Domestic Subsidiaryafter the date hereof, (b) UbiquiTel Leasing Company, a wholly-owned special purposes Subsidiary of the Company, or any Restricted Subsidiary (including any newly formed, newly acquired successor amends its certificate of incorporation to change the nature and purpose of the business that it is legally permitted to conduct or newly Redesignated Restricted Subsidiary) guarantees Guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness Facilities, or (c) the Issuer otherwise elects any Unrestricted Subsidiary ceases to have any Restricted Subsidiary become a Guarantorbe an Unrestricted Subsidiary, then, in each such case, the Issuer any such Subsidiary shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (ai) a supplemental indenture Indenture, in form and substance satisfactory substantially in the form of Exhibit E attached hereto, which subjects such Person to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all provisions of the Issuer’s obligations under the Notes and this Indenture as a Guarantor, and (bii) a notation an Opinion of guarantee in respect of its Note Guarantee; and (2) deliver Counsel to the Trustee one or more opinions of counsel effect that such supplemental indenture (a) Indenture has been duly authorized, authorized and executed and delivered by such Restricted Subsidiary Person and (b) constitutes a valid the legal, valid, binding and legally binding enforceable obligation of such Restricted Subsidiary in accordance with its terms Person (subject to such customary qualificationsexceptions concerning fraudulent conveyance laws, creditors' rights and equitable principles as may be reasonably acceptable to the Trustee).

Additional Note Guarantees. If, after the Issue Date, (a) any The Issuer shall cause each Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Designated Restricted Subsidiary) becomes a Material Domestic Subsidiary, (b) other than any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Foreign Subsidiary) guarantees any Indebtedness under the Credit Agreement or any Permitted Parity Indebtedness or (c) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and Indenture, (b) a notation of guarantee in respect of its Note Guarantee, (c) a supplement to the Collateral Agreement, (d) a supplement to the Intercreditor Agreement and (e) other applicable Security Documents, in each case in form and substance reasonably satisfactory to the Trustee; and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture documents required by Section 4.16(a)(1), (ax) has have been duly authorized, executed and delivered by such Restricted Subsidiary and (by) constitutes constitute a valid and legally binding obligation of such Restricted Subsidiary in accordance with their terms. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (b) Notwithstanding Section 4.16(a), a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its terms (subject to customary qualifications).obligations under its Note Guarantee, this Indenture and the Registration Rights Agreement under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit F.