Common use of Additional Note Guarantees Clause in Contracts

Additional Note Guarantees. If the Company or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of Indebtedness under (i) any syndicated Credit Facility or (ii) capital markets debt securities of the Company or any other Guarantor after the Issue Date, then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit E hereto within 60 days of the date on which it guarantees such Indebtedness; provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such time.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) the Issuer or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of Guarantees any Indebtedness under (i) any syndicated the Vail Holdings Credit Facility or (ii) capital markets debt securities of the Company Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor after (other than Indebtedness owing to the Issue DateIssuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will or Additional Obligor, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit E hereto H within 60 days 30 Business Days of the date on which it guarantees was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such Indebtedness; provided supplemental indenture complies with the applicable provisions of this Indenture, that the foregoing shall not apply all conditions precedent in this Indenture relating to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that such transaction have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereofsatisfied, provided, further, however, and such Opinion of Counsel shall additionally state that this covenant shall not be applicable in such supplemental indenture is enforceable against the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a new Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required subject to comply with the 60-day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timecustomary qualifications.

Additional Note Guarantees. If the Company or The Parent Guarantor shall not permit any of its Restricted Subsidiaries acquires (other than any Securitization Subsidiary or creates another Foreign Subsidiary) that is a Wholly Owned Restricted Subsidiary (and any Domestic Subsidiary that is a Domestic non-Wholly Owned Subsidiary that if such non-Wholly Owned Subsidiary guarantees payment by the Company of Indebtedness under (i) any syndicated Credit Facility or (ii) other capital markets debt securities of the Company Issuer or a Guarantor), other than the Issuer or the Subsidiary Guarantors, to guarantee the payment of any Debt of the Issuer or any other Guarantor after the Issue Date, then that newly acquired incurred under any Credit Facility or created Wholly Owned other capital markets debt securities unless: (1) such Restricted Subsidiary that is a Domestic Subsidiary will become a Guarantor within 30 days executes and execute delivers a supplemental indenture substantially in the form to this Indenture providing for a Note Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Exhibit E hereto within 60 days Debt of the date on which it guarantees Issuer or any Guarantor, if such IndebtednessDebt is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such Note Guarantee by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of payment to such Note Guarantee substantially to the same extent as such Debt is subordinated to the Notes; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with this Section 4.17 hereof, provided, further, however, that this covenant 4.12 shall not be applicable in the event that the to any Note Guarantee of the Company’s obligations under the Notes or this Indenture by such any Restricted Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) 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 Guarantee shall be released in accordance with the provisions of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timeSection 10.10.

Additional Note Guarantees. If the Company or any The Issuer shall cause each of its Wholly-Owned Restricted Subsidiaries acquires (other than (a) the Guarantors, (b) any Qualified Liquefaction Development Entities, (c) any Receivables Subsidiaries, (d) any Immaterial Subsidiaries, (e) any Captive Insurance Subsidiaries, (f) any not- for-profit or creates another Wholly Owned Restricted special purpose Subsidiaries and (g) any Subsidiary that is with respect to which a Domestic Subsidiary that guarantees payment guarantee would result in material adverse tax consequences, as reasonably determined by the Company of Indebtedness under (iIssuer) any syndicated Credit Facility or (ii) capital markets debt securities of the Company or any other Guarantor after the Issue Dateto, then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit E hereto within 60 days of the date on which it guarantees such Indebtedness; provided that the foregoing shall not apply to later of (i) HUD Financing Subsidiaries, such Subsidiary becoming a Wholly-Owned Restricted Subsidiary and (ii) the Issuer determining such Subsidiary ceased to meet any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable of the exceptions set forth in the event that preceding parenthetical, execute and deliver a supplemental indenture to this Indenture, substantially in the form attached as Exhibit D hereto, providing for a Note Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under and, thereafter (and within the time periods or efforts requirements as set forth in such documents), joinders to any applicable lawEqual Priority Intercreditor Agreement, Junior Priority Intercreditor Agreement and Security Documents or new intercreditor agreements and Security Documents, an updated perfection certificate, together with any filings and agreements to the extent required by the Security Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary. The Company Issuer may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the Guarantor (and no 60-day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of foregoing sentence shall apply to such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timeSubsidiary).

Additional Note Guarantees. If On the Company or Issue Date, each of the Guarantors will Guarantee the Notes in the manner and on the terms set forth in ARTICLE X hereof. After the Issue Date, if any of its the Company’s domestic Restricted Subsidiaries acquires or creates another Wholly Owned (other than any domestic Restricted Subsidiary that is a Domestic Receivable Subsidiary that guarantees payment by the Company of Indebtedness or an Immaterial Subsidiary), (1) becomes a borrower under (i) any syndicated Credit Material Debt Facility or (ii2) capital markets debt securities Guarantees (a) any Debt of the Company or (b) any other Debt of the Company’s domestic Restricted Subsidiaries, in the case of either (a) or (b), incurred under any Material Debt Facility, then the Company shall, within 15 days of such event, cause such Restricted Subsidiary to Guarantee the Notes. Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Person that becomes a Guarantor after the Issue Date, then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will Date shall also become a Guarantor party to the applicable Security Documents and shall as promptly as practicable execute a supplemental indenture and deliver such security instruments, financing statements, mortgages, deeds of trust (in each case, in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or such later date as required by SECTION 4.22), certificates and opinions of counsel (subject to SECTION 4.22(iv), to the extent, and substantially in the form of Exhibit E hereto within 60 days of form, delivered on the date on which it guarantees such Indebtedness; provided that the foregoing shall not apply Issue Date (but no greater scope)) as may be necessary to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable vest in the event Collateral Trustee a perfected first-priority security interest (subject to Permitted Liens) in properties and assets of such Guarantors that constitute Collateral as security for such Guarantor’s Note Guarantee and as may be necessary to have such property or asset added to the Guarantee of the Company’s obligations Collateral as required under the Notes or Security Documents and this Indenture, and thereupon all provisions of this Indenture by and the applicable Security Documents relating to the Collateral shall be deemed to relate to such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, properties and assets to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply same extent and with the 60-day period described above same force and such Note effect. Each Guarantee may will be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timepursuant to SECTION 10.6 and 10.7.

Additional Note Guarantees. If If, after the date of this Indenture: (a) the Company or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic not an Excluded Restricted Subsidiary that guarantees payment by or an Unrestricted Subsidiary; (b) any Excluded Restricted Subsidiary ceases to meet the definition thereof (including ceasing to meet the definition of Immaterial Restricted Subsidiary) or the Company of Indebtedness under redesignates any Excluded Restricted Subsidiary as a Guarantor in accordance with Section 4.21 hereof; or (ic) any syndicated Credit Facility Unrestricted Subsidiary ceases to meet the definition thereof or (ii) capital markets debt securities of the Company or redesignates any other Guarantor after the Issue DateUnrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 4.20 hereof and such Subsidiary does not otherwise constitute an Excluded Restricted Subsidiary, then that newly acquired or created Wholly Owned Restricted the Company will, as soon as reasonably practicable but in any event within 45 days of such event: (1) cause such Subsidiary that is a Domestic Subsidiary will to become a Guarantor and execute a supplemental indenture substantially in pursuant to which such Subsidiary shall unconditionally (to the form of Exhibit E hereto within 60 days of the date on which it guarantees such Indebtedness; provided that the foregoing shall not apply to (iextent permitted by applicable law or regulation) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable in the event that the Guarantee of guarantee the Company’s obligations under this Indenture and the Notes or on the terms set forth in this Indenture (the form of such supplemental indenture is attached as Exhibit F hereto); (2) take such further actions and execute and deliver such other documents specified in this Indenture; and (3) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary would not and constitute legally valid and binding and enforceable obligations of such Subsidiary (such opinion otherwise being in a form and with such qualifications and exceptions as may be permitted under customary for the applicable law. The Company may elect, jurisdiction(s)); and upon the completion of the actions described in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any clauses (1) through (3) of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which casethis Section 4.19, such Subsidiary or direct or indirect parent entity shall not be required to comply with constitute a Guarantor for all purposes of this Indenture until such time as the 60-day period described above and such Note Guarantee of such Guarantor may be released at any time in accordance with the Company’s sole discretion so long as any Indebtedness terms of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timethis Indenture.

Additional Note Guarantees. If If, on or after the Issue Date (unless such acquired or created Domestic Subsidiary is properly designated as an Unrestricted Subsidiary): (1) the Company or any of its Restricted Domestic Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of incurs any Indebtedness under (i) the Credit Agreements, any syndicated Credit Facility loan or (ii) capital markets debt securities Indebtedness or Guarantees any such Indebtedness of the Company or any other of its Domestic Subsidiaries; or (2) any Domestic Subsidiary of the Company incurs Indebtedness under the Credit Agreements, any syndicated loan or capital markets Indebtedness or Guarantees any such Indebtedness of the Company or any of its Domestic Subsidiaries, and that Domestic Subsidiary was not a Guarantor after the Issue Date, immediately prior to such incurrence or Guarantee (an “Additional Obligor”), (i) then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit E hereto within 60 days of the date on which it guarantees such Indebtedness; provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allowAdditional Obligor, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be shall become a Guarantor and Guarantee the Company’s Obligations in respect of the Notes and (ii) execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 30 days after the date on which it was acquired or created (to the effect that such supplemental indenture has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions)) or incurred, as the case may be; provided that no Receivables Entity will be required to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and such Note Guarantee may be released Guarantor at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such time.

Additional Note Guarantees. If the Company or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Domestic Subsidiary that is a Domestic Wholly-Owned Subsidiary after the Issue Date that guarantees payment by the Company of or otherwise becomes an obligor with respect to any Indebtedness under (i) any syndicated Credit Facility or (ii) capital markets debt securities of the Company or any other Guarantor after the Issue Dateof its Subsidiaries under a Credit Facility, then that newly acquired or created Wholly Owned Restricted Subsidiary that is a such Domestic Subsidiary will become a Guarantor and execute a supplemental indenture substantially in and deliver an Opinion of Counsel to the form of Exhibit E hereto Trustee within 60 days 45 Business Days of the date on which it such Domestic Subsidiary guarantees such Indebtednessor otherwise becomes an obligor with respect to any Indebtedness of the Company or any of its Subsidiaries under a Credit Facility; provided that any such Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. Each Note Guarantee of a Domestic Subsidiary that is a Wholly-Owned Subsidiary will provide by its terms that it will be automatically released under the foregoing shall not apply circumstances described in Article 9. Beginning on the Fall Away Date with respect to (i) HUD Financing Subsidiaries, (ii) a series of Notes and continuing at all times thereafter regardless of any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable subsequent changes in the event that the Guarantee ratings of the Company’s obligations under Notes of such series, this Section 4.06 will permanently cease to be in effect with respect to the Notes or this Indenture by of such Subsidiary would not be permitted under applicable lawseries. The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, case such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day 45 Business Day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timeabove.

Additional Note Guarantees. If If, after the Company date of this Indenture, any Restricted Subsidiary of the Issuer that is not already a Guarantor guarantees any Indebtedness of the Issuer or any of its Restricted Subsidiaries acquires Guarantor under a Credit Facility, or creates another Wholly Owned Restricted Subsidiary that is any Domestic Subsidiary, if not then a Domestic Subsidiary that guarantees payment by the Company of Guarantor, incurs any Indebtedness under (i) any syndicated Credit Facility or (ii) capital markets debt securities of the Company or any other Guarantor after the Issue DateFacility, then in either case that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will become a Guarantor and execute by executing a supplemental indenture substantially in the form of Exhibit E F hereto and delivering it to the Trustee within 60 days 20 Business Days of the date on which it guarantees guaranteed or incurred such Indebtedness, as the case may be; provided provided, however, that the foregoing preceding shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries of the Issuer that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.15 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Subsidiary then outstanding could have been incurred by Restricted Subsidiary’s Note Guarantee, except a discharge or release by, or as a result of payment under, such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timeguarantee.

Additional Note Guarantees. If (a) After the Issue Date, the Company will, within 30 days of the event giving rise to such requirement, cause each of its Restricted Subsidiaries (other than any Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a borrower under any Credit Facility or (2) Guarantees any Debt of the Company or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of Indebtedness Incurred under (i) any syndicated Credit Facility or (ii) capital markets debt securities of to Guarantee the Company or any other Guarantor after the Issue Date, then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will become a Guarantor and execute Notes pursuant to a supplemental indenture substantially in the form of Exhibit E hereto within 60 days of D attached to this Indenture (or such other documents or instruments in form reasonably satisfactory to the date on which it guarantees such IndebtednessTrustee) (subject to the limitations in Article 10 hereto) and execute joinders to Collateral Documents or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration of any period during which no such Credit Facilities exist, the Company will cause a sufficient number of its Restricted Subsidiaries to Guarantee the Notes such that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance each Non-Guarantor Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable in the event that the Guarantee comprises no more than 5% of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred Consolidated Total Assets or (y) at Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the time aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the release maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of such Guaranteecreditors generally. (c) assuming such Subsidiary were not a Guarantor at such timeEach Note Guarantee shall be released in accordance with the provisions of Section 10.07.

Additional Note Guarantees. If (a) After the Issue Date, the Company will cause each of its Domestic Restricted Subsidiaries that is a borrower under, or Guarantees any Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of Indebtedness under (i) Incurred under, any syndicated Credit Facility or (ii) capital markets debt securities of the Company Agreement or any other Guarantor after Credit Facility with any aggregate principal amount outstanding in excess of $25.0 million, in each case within 25 Business Days of the Issue Datedate that such Indebtedness has been Incurred or has been guaranteed, then that newly acquired or created Wholly Owned to execute and deliver to the Trustee a supplemental indenture pursuant to which such Domestic Restricted Subsidiary that is a Domestic Subsidiary will shall become a Guarantor under this Indenture governing the Notes providing for a Guarantee by such Restricted Subsidiary. Within 90 days of any Domestic Restricted Subsidiary so becoming a Guarantor, the Company will also cause such Guarantor to execute and execute deliver such documents and instruments as shall be reasonably necessary to cause its property of a supplemental indenture substantially type that would constitute Collateral to be made subject to a perfected Lien (subject to Permitted Liens) in favor of the Note Collateral Agent, as and to the extent provided in Article XII. A form of a Guarantor Supplemental Indenture for such purposes is attached as Exhibit E hereto within 60 days hereto. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of the date on which it guarantees such Indebtedness; provided that the foregoing shall not apply to creditors generally. (ic) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries Each Note Guarantee will be released in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such time10.2.

Additional Note Guarantees. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Domestic Subsidiary that is a Domestic Wholly-Owned Subsidiary after the date of this Indenture that guarantees payment by the Company of or otherwise becomes an obligor with respect to any Indebtedness under (i) any syndicated Credit Facility or (ii) capital markets debt securities of the Company or any other Guarantor after the Issue Dateof its Restricted Subsidiaries under a Credit Facility, then that newly acquired or created Wholly Owned Restricted Subsidiary that is a such Domestic Subsidiary will become a Guarantor and execute a supplemental indenture substantially in and deliver an Opinion of Counsel to the form of Exhibit E hereto Trustee within 60 days 45 Business Days of the date on which it such Domestic Subsidiary guarantees such Indebtednessor otherwise becomes an obligor with respect to any Indebtedness of the Company or any of its Restricted Subsidiaries under a Credit Facility; provided that the foregoing shall not apply to (i) HUD Financing Subsidiariesany such Domestic Subsidiary that constitutes an Immaterial Subsidiary, (ii) any a Captive Insurance Subsidiary or (iii) Subsidiaries that have been properly designated a Securitization Subsidiary, as Unrestricted Subsidiaries in accordance with Section 4.17 hereofthe case may be, providedneed not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary, furthera Captive Insurance Subsidiary or a Securitization Subsidiary, however, that this covenant shall not be applicable in as the event that the case may be. Each Note Guarantee of the Company’s obligations a Domestic Subsidiary that is a Wholly-Owned Subsidiary will provide by its terms that it will be automatically released under the Notes or this Indenture by circumstances described in Article 10. The form of such Subsidiary would not be permitted under applicable law. supplemental indenture is attached as Exhibit E hereto. (b) The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, case such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-45 business day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timeSection 4.15(a).

Additional Note Guarantees. If In the event that: (1) the Company or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is (other than a Domestic Foreign Subsidiary that guarantees payment by the Company of Indebtedness under (iconstitutes an Excluded Restricted Subsidiary) any syndicated Credit Facility or (ii) capital markets debt securities of the Company or any other Guarantor after the Issue Date; (2) the Parent Entity acquires or creates another entity having a direct or indirect ownership interest in the Company after the Issue Date; or (3) PDC Capital Corporation (A) owns any assets other than nominal assets and its common stock ownership of AWA Bermuda after the Issue Date and (B) is not prohibited from guaranteeing the Notes by any applicable law, then that regulation or contractual restriction at such time, then, in each case, such newly acquired or created Wholly Owned Restricted Subsidiary that is Subsidiary, such newly acquired or created entity having a Domestic Subsidiary will direct or indirect ownership interest in the Company or PDC Capital Corporation, as the case may be, will: (i) become a Guarantor and execute a supplemental indenture substantially and an amendment, supplement or other instrument in the form of Exhibit E hereto within 60 days respect of the date Intercreditor Agreements and the Security Documents reasonably satisfactory to the Trustee and the Collateral Agent (if not then the Trustee) and deliver it to the Trustee under the Security Documents, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Security Documents on which it guarantees such Indebtednessthe Collateral; and (ii) deliver an Opinion of Counsel relating to the foregoing reasonably satisfactory to the Trustee within ten Business Days of the occurrence of any event described in clauses (1) through (3) of this Section 4.19; provided that the foregoing shall any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall become a Guarantor and will not be applicable in the event that the Guarantee of the Company’s obligations under the Notes or subject to this Indenture by Section 4.19 until such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allow, time as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required it ceases to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timean Immaterial Subsidiary.

Additional Note Guarantees. If If, after the Company date of this Indenture, any Restricted Subsidiary of CNX Midstream that is not already a Guarantor guarantees any Indebtedness of either of the Issuers or any of its Restricted Subsidiaries acquires Guarantor under a Credit Facility, or creates another Wholly Owned Restricted Subsidiary that is any Domestic Subsidiary, if not then a Domestic Subsidiary that guarantees payment by the Company of Guarantor, incurs any Indebtedness under (i) any syndicated Credit Facility or (ii) capital markets debt securities of the Company or any other Guarantor after the Issue DateFacility, then in either case that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will become a Guarantor and execute by executing a supplemental indenture substantially in the form of Exhibit E F hereto and delivering it to the Trustee within 60 days 20 Business Days of the date on which it guarantees guaranteed or incurred such Indebtedness, as the case may be; provided provided, however, that the foregoing preceding shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries of CNX Midstream that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.15 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Subsidiary then outstanding could have been incurred by Restricted Subsidiary’s Note Guarantee, except a discharge or release by, or as a result of payment under, such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timeguarantee.

Additional Note Guarantees. If the Company or The Parent Guarantor shall not permit any of its Restricted Subsidiaries acquires (other than any Securitization Subsidiary or creates another Foreign Subsidiary) that is a Wholly Owned Restricted Subsidiary (and any Domestic Subsidiary that is a Domestic non-Wholly Owned Subsidiary that if such non-Wholly Owned Subsidiary guarantees payment by the Company of Indebtedness under (i) any syndicated Credit Facility or (ii) other capital markets debt securities of an Issuer or a Guarantor), other than the Company Issuers or the Subsidiary Guarantors, to guarantee the payment of any Debt of any Issuer or any other Guarantor after the Issue Date, then that newly acquired incurred under any Credit Facility or created Wholly Owned other capital markets debt securities unless: (1) such Restricted Subsidiary that is a Domestic Subsidiary will become a Guarantor within 30 days executes and execute delivers a supplemental indenture to this Indenture providing for a Note Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Debt of any Issuer or any Guarantor, if such Debt is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such Note Guarantee by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of payment to such Note Guarantee substantially to the same extent as such Debt is subordinated to the Notes; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the form benefit or advantage of, any rights of Exhibit E hereto within 60 days reimbursement, indemnity or subrogation or any other rights against any other Restricted Subsidiary as a result of the date on which it guarantees any payment by such IndebtednessRestricted Subsidiary under its Guarantee; provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with this Section 4.17 hereof, provided, further, however, that this covenant 4.12 shall not be applicable in the event that the to any Note Guarantee of the Company’s obligations under the Notes or this Indenture by such any Restricted Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) 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 Guarantee shall be released in accordance with the provisions of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timeSection 10.10.

Additional Note Guarantees. If the Company any direct or any of its Restricted Subsidiaries acquires or creates another Wholly Owned indirect Restricted Subsidiary of the Parent (other than the Issuer and Excluded Subsidiaries (except any Excluded Subsidiary which becomes a guarantor under the 2024 Credit Agreement in accordance with the terms of the 2024 Credit Agreement)) that is not a Domestic Subsidiary that guarantees payment by Guarantor becomes a guarantor or obligor in respect of any Triggering Indebtedness, within ten (10) Business Days of such event the Company of Indebtedness under Parent will cause such Restricted Subsidiary to (i) any syndicated Credit Facility or enter into a supplemental indenture pursuant to which such Restricted Subsidiary shall agree to Guarantee the Issuer’s Obligations under the Notes, fully and unconditionally and on a senior basis, and (ii) capital markets debt securities to the extent any assets of such Restricted Subsidiary are assets of the Company type which would constitute Collateral under the Security Documents, enter into such amendments, supplements or other instruments in such jurisdictions as may be required by applicable law to cause such assets to be made subject to the Lien of the applicable Security Documents, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth herein and in the Agreed Security Principles and the Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other Guarantor after similar statute or regulation of the Issue Daterelevant states or jurisdictions. The Parent also may, then that newly acquired or created Wholly Owned Restricted at any time, cause a Subsidiary that is a Domestic Subsidiary will (other than the Issuer) to become a Subsidiary Guarantor by (i) executing and execute delivering a supplemental indenture substantially in the form of Exhibit E hereto within 60 days attached to this Indenture providing for the Guarantee of payment of the date Notes by such Subsidiary on which it guarantees such Indebtedness; the basis provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, in this Section 4.18 and (ii) to the extent any Insurance assets of such Subsidiary are assets of the type which would constitute Collateral under the Security Documents, enter into such amendments, supplements or (iii) Subsidiaries that have been properly designated other instruments in such jurisdictions as Unrestricted Subsidiaries in accordance may be required by applicable law to cause such assets to be made subject to the Lien of the applicable Security Documents, together with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable such financing statements or comparable documents to the extent required by and subject to the limitations set forth herein and in the event that Applicable Security Principles and the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allowSecurity Documents, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and perfect any security interests in such Note Guarantee Collateral which may be released at any time in perfected by the Company’s sole discretion so long as any Indebtedness filing of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred a financing statement or (y) at a similar document under the time UCC or other similar statute or regulation of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timerelevant states or jurisdictions.