Common use of Additional Note Guarantees Clause in Contracts

Additional Note Guarantees. If an Issuer or any of their Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Issue Date, then such Issuer will (1) cause that newly acquired or created Domestic Subsidiary to execute a supplemental indenture pursuant to which it will become a Guarantor, (2) cause the newly acquired or created Domestic Subsidiary to execute and deliver to the Trustee and the Collateral Agent amendments to the Security Documents, additional Security Documents and Intercreditor Agreement, and take such other actions necessary or as the Collateral Agent reasonably determines to be necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected Lien in the assets (other than Excluded Assets) of such new Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdiction as may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent, (3) cause that newly acquired or created Domestic Subsidiary to take such further action and execute and deliver such other documents reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing, and (4) deliver an Opinion of Counsel satisfactory to the Trustee and the Collateral Agent, which shall cover the enforceability, satisfaction of all conditions precedent, compliance with this Indenture, the Security Documents and the Intercreditor Agreement and the grant and perfection of security interests, in each case, within 30 days of the date on which the Domestic Subsidiary was acquired or created as contemplated by this Indenture, Security Documents and Intercreditor Agreement.

Additional Note Guarantees. If an Issuer the Company or any of their its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary after the Issue Date, then such Issuer will date of this Indenture and Investments in that Restricted Subsidiary exceed the amount described in clause (1) of the definition of "Permitted Investments", then the Company will cause that newly acquired or created Domestic Restricted Subsidiary (including, but not limited to, the Acquired Subsidiaries) to execute a supplemental indenture pursuant to which it will become a Guarantor, (21) cause the newly acquired or created Domestic Subsidiary to execute and deliver to the Trustee a Note Guarantee pursuant to a supplemental indenture and supplemental Collateral Documents in form and substance reasonably satisfactory to the Trustee pursuant to which that Restricted Subsidiary will unconditionally Guarantee, all of the Company's obligations under the Notes, this Indenture and the Collateral Agent amendments to Documents on the Security Documents, additional Security Documents and Intercreditor Agreement, and take such other actions necessary or as the Collateral Agent reasonably determines to be necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected Lien terms set forth in the assets (other than Excluded Assets) of such new Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdiction as may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent, (3) cause that newly acquired or created Domestic Subsidiary to take such further action and execute and deliver such other documents reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing, this Indenture and (42) deliver an Opinion of Counsel satisfactory to the Trustee and the Collateral Agent, which shall cover the enforceability, satisfaction of all conditions precedent, compliance with this Indenture, the Security Documents and the Intercreditor Agreement and the grant and perfection of security interests, in each case, within 30 days ten Business Days of the date on which the Domestic Subsidiary it was acquired or created to the effect that such supplemental indenture and supplemental Collateral Documents have been duly authorized, executed and delivered by that Restricted Subsidiary and constitute the valid and binding agreements of that Restricted Subsidiary, enforceable in accordance with its terms (subject to customary exceptions). The form of such Note Guarantee is attached as contemplated by this Indenture, Security Documents and Intercreditor AgreementExhibit E hereto.

Additional Note Guarantees. If an the Issuer or any of their its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Issue Date, then such the Issuer will (1) cause that newly acquired or created Domestic Subsidiary to execute a supplemental indenture pursuant to which it will become a Guarantor, (2) cause the newly acquired or created Domestic Subsidiary to execute and deliver to the Trustee and the Collateral Agent amendments to the Security Documents, additional Security Documents and Intercreditor Agreement, and take such other action as may be necessary or advisable in the determination of the Collateral Agent to grant to the Collateral Agent, for the benefit of the holders, a perfected Lien in the assets (other than Excluded Assets) of such Domestic Subsidiary to have such assets included as Collateral, including the filing of Uniform Commercial Code financing statements in such jurisdiction or such other actions as may be required by the Security Documents, (3) cause that newly acquired or created Domestic Subsidiary to take such actions necessary or as the Collateral Agent reasonably determines to be necessary or advisable to grant to the Collateral Agent for the benefit of the Holders holders a perfected Lien in the assets (other than Excluded Assets) of such new Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdiction as may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent, (34) cause that newly acquired or created Domestic Subsidiary to take such further action and execute and deliver such other documents reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing, and (45) deliver an Officers’ Certificate and an Opinion of Counsel satisfactory to the Trustee and the Collateral Agent, which shall cover the enforceability, satisfaction of all conditions precedent, compliance with this Indenture, the Security Documents and the Intercreditor Agreement and the grant and perfection of security interests, in each case, within 30 days of the date on which the Domestic Subsidiary was acquired or created as contemplated by this Indenture, Security Documents and Intercreditor Agreement.

Additional Note Guarantees. If an Issuer In the event that: (1) the Company or any of their its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary 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 regulation or contractual restriction at such Issuer will (1) cause that time, then, in each case, such newly acquired or created Domestic Subsidiary to Restricted Subsidiary, such newly acquired or created entity having a 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 pursuant to which it will become a Guarantorand an amendment, (2) cause supplement or other instrument in respect of the newly acquired or created Domestic Subsidiary to execute and deliver Security Documents reasonably satisfactory to the Trustee and the Collateral Agent amendments (if not then the Trustee) and deliver it to the Trustee under the Security Documents, additional Security Documents and Intercreditor Agreement, in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions necessary or as the Collateral Agent reasonably determines to be necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected Lien in the assets (other than Excluded Assets) of such new Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdiction as may be required by applicable law to perfect or continue the perfection of the Lien created under the Security Documents or by law or as may be reasonably requested by on the Collateral Agent, (3) cause that newly acquired or created Domestic Subsidiary to take such further action and execute and deliver such other documents reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing, Collateral; and (4ii) deliver an Opinion of Counsel relating to the foregoing reasonably satisfactory to the Trustee and the Collateral Agent, which shall cover the enforceability, satisfaction of all conditions precedent, compliance with this Indenture, the Security Documents and the Intercreditor Agreement and the grant and perfection of security interests, in each case, within 30 days 10 Business Days of the date on which the Domestic occurrence of any event described in clauses (1) through (3) of this Section 4.19; provided that any Restricted Subsidiary was acquired or created that constitutes an Immaterial Subsidiary need not become a Guarantor and will not be subject to this Section 4.19 until such time as contemplated by this Indenture, Security Documents and Intercreditor Agreementit ceases to be an Immaterial Subsidiary.

Additional Note Guarantees. If an The Issuer shall cause each of its Wholly-Owned Restricted Subsidiaries (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 special purpose Subsidiaries and (g) any Subsidiary with respect to which a guarantee would result in material adverse tax consequences, as reasonably determined by the Issuer) to, within 60 days of the later of (i) such Subsidiary becoming a Wholly-Owned Restricted Subsidiary and (ii) the Issuer determining such Subsidiary ceased to meet any of their Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Issue Dateexceptions set forth in the preceding parenthetical, then such Issuer will (1) cause that newly acquired or created Domestic Subsidiary to execute and deliver a supplemental indenture pursuant to which it will become this Indenture, substantially in the form attached as Exhibit D hereto, providing for a GuarantorNote Guarantee by such Subsidiary and, thereafter (2) cause and within the newly acquired time periods or created Domestic Subsidiary efforts requirements as set forth in such documents), joinders to execute any applicable Equal Priority Intercreditor Agreement, Junior Priority Intercreditor Agreement and deliver to the Trustee Security Documents or new intercreditor agreements and the Collateral Agent amendments to the Security Documents, additional an updated perfection certificate, together with any filings and agreements to the extent required by the Security Documents and Intercreditor Agreement, and take such other actions necessary to create or as perfect the Collateral Agent reasonably determines to be necessary or advisable to grant to the Collateral Agent security interests for the benefit of the Holders a perfected Lien in the assets (other than Excluded Assets) Collateral of such new Domestic Subsidiary, including . The Merger Entities are not expected to be Wholly-Owned Subsidiaries and as a result will not guarantee the filing of Uniform Commercial Code financing statements in such jurisdiction as Notes. The Issuer may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent, (3) cause that newly acquired or created Domestic Subsidiary to take such further action and execute and deliver such other documents reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing, and (4) deliver an Opinion of Counsel satisfactory to the Trustee and the Collateral Agent, which shall cover the enforceability, satisfaction of all conditions precedent, compliance with this Indenture, the Security Documents and the Intercreditor Agreement and the grant and perfection of security interestselect, in each caseits sole discretion, within 30 days of to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor (and no 60-day period described in the date on which the Domestic Subsidiary was acquired or created as contemplated by this Indenture, Security Documents and Intercreditor Agreementforegoing sentence shall apply to such Subsidiary).

Additional Note Guarantees. If an Issuer or The Company will cause each domestic Restricted Subsidiary that Incurs any of their Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Issue Date, then such Issuer will Indebtedness (1) cause that newly acquired or created Domestic Subsidiary other than Indebtedness permitted to execute a supplemental indenture be Incurred pursuant to which it will become a Guarantorclause (2), (27), (8), (9) cause or (11) of Section 4.09(b)) to, and each Foreign Subsidiary that enters into a Guarantee of any Indebtedness (other than a Foreign Subsidiary that solely Guarantees Indebtedness Incurred by another Foreign Subsidiary) to, in each case, at the newly acquired or created Domestic Subsidiary to same time, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in this Indenture. Each Person that becomes a Guarantor after the Collateral Agent amendments Issue Date shall also become a party to the Security Documents, additional Security Documents and Intercreditor Agreement, and take such other actions necessary or as the Collateral Agent reasonably determines to be necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected Lien in the assets (other than Excluded Assets) of such new Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdiction as may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent, (3) cause that newly acquired or created Domestic Subsidiary to take such further action and execute and deliver such other documents reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing, and (4) deliver an Opinion of Counsel satisfactory to the Trustee and the Collateral Agent, which shall cover the enforceability, satisfaction of all conditions precedent, compliance with this Indenture, the applicable Security Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the grant same form as those executed and perfection delivered with respect to the Collateral) and certificates and opinions of counsel as may be necessary to vest in the Collateral Trustee a perfected second priority security interests, interest (subject to Permitted Liens) in each case, within 30 days of properties and assets that constitute Collateral as security for the date on which Notes or the Domestic Subsidiary was acquired Note Guarantees and as may be necessary to have such property or created asset added to the Collateral as contemplated by required under the Security Documents and this Indenture, Security Documents and Intercreditor Agreementthereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such security interest in any such property or asset requires the consent of a third party, the Issuers will use commercially reasonable efforts to obtain such consent.

Additional Note Guarantees. If an Issuer FEEC or any of their its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than a Subsidiary that has no assets or liabilities at any time) after the Issue DateDate that is not designated as an Unrestricted Subsidiary, then such Issuer FEEC will (1a) cause that newly acquired or created Domestic Subsidiary to execute a supplemental indenture pursuant to which it will become a Subsidiary Guarantor, (2b) cause the newly acquired or created Domestic Subsidiary to execute and deliver to the Trustee and the Collateral Agent amendments to the Security Documents, additional Security Documents and Intercreditor Agreement, and take such other action as may be necessary or advisable in the determination of the Collateral Agent to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets (other than Excluded Assets) of such Subsidiary to have such assets included as Collateral, including the filing of Uniform Commercial Code financing statements in such jurisdiction or such other actions as may be required by the Security Documents, (c) cause that newly acquired or created Subsidiary to take such actions necessary or as the Collateral Agent reasonably determines to be necessary or advisable to grant to the Collateral Agent for the benefit of the Holders holders a perfected Lien in the assets (other than Excluded Assets) of such new Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdiction as may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent, (3d) cause that newly acquired or created Domestic Subsidiary to take such further action and execute and deliver such other documents reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing, and (4e) deliver an Opinion of Counsel satisfactory to the Trustee and the Collateral Agent, which shall cover the enforceability, satisfaction of all conditions precedent, compliance with this Indenture, the Security Documents and the Intercreditor Agreement and the grant and perfection of security interests, in each case, within 30 days of the date on which the Domestic Subsidiary was acquired or created as contemplated by this Indenture, Security Documents and the Intercreditor Agreement.

Additional Note Guarantees. If an Issuer PES or any of their its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Issue Date, then such Issuer PES will (1) cause that newly acquired or created Domestic Subsidiary to (a) execute a supplemental indenture Indenture pursuant to which it will become becomes a GuarantorGuarantor and (b) execute an amendment to the Registration Rights Agreement pursuant to which it becomes subject to the obligations of a Guarantor thereunder, (2) cause the newly acquired or created Domestic Subsidiary to execute and deliver to the Trustee and the Collateral Agent amendments to the Security Documents, Documents or additional Security Documents and Intercreditor Agreement, and take such other action as may be necessary to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets other than Excluded Assets of such Domestic Subsidiary, including the filing of UCC financing statements in such jurisdiction or such other actions as may be required by the Security Documents, (3) cause that newly acquired or created Domestic Subsidiary to take such actions necessary or as the Collateral Agent reasonably determines to be necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected Lien in the assets (other than Excluded Assets) Assets of such new Domestic Subsidiary, including the filing of Uniform Commercial Code UCC financing statements in such jurisdiction as may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent, (34) cause that newly acquired or created Domestic Subsidiary to take such further action and execute and deliver such other documents reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing, and (45) deliver an Opinion of Counsel with respect to the foregoing reasonably satisfactory to the Trustee and the Collateral Agent, which shall cover the enforceability, satisfaction of all conditions precedent, compliance with this Indenture, the Security Documents and the Intercreditor Agreement and the grant and perfection of security interestsTrustee, in each case, within 30 days Business Days of the date on which the Domestic Subsidiary was acquired or created as contemplated by this Indenture, Security Documents and Intercreditor Agreementcreated.

Additional Note Guarantees. If an Issuer If, after the date of this Indenture, the Company or any of their Restricted Subsidiaries Subsidiary forms or acquires or creates another Domestic any Subsidiary, then the Company shall cause such Subsidiary to, within 30 Business Days after the Issue Date, then date of such Issuer will event: (1a) cause that newly acquired or created Domestic Subsidiary to execute a supplemental indenture pursuant to which it will become a Guarantor, (2) cause the newly acquired or created Domestic Subsidiary to execute and deliver to the Trustee and the Collateral Agent amendments a supplemental indenture in the form attached hereto as Exhibit D and a notation of such Note Guarantee in the form attached hereto as Exhibit B pursuant to which such Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (b) execute and deliver all supplements or joinders, as applicable, to the applicable Security Documents, additional Documents in order to xxxxx x Xxxx in the Collateral owned by such Subsidiary to the same extent as that set forth in this Indenture and the Security Documents and Intercreditor Agreement, and take such other all actions necessary or as the Collateral Agent reasonably determines to be necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected Lien in the assets (other than Excluded Assets) of such new Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdiction as may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent, to perfect such Lien; and (3) cause that newly acquired or created Domestic Subsidiary to take such further action and execute and deliver such other documents reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing, and (4c) deliver an Opinion of Counsel satisfactory to the Trustee and the Collateral AgentAgent an Officers’ Certificate and an Opinion of Counsel, which shall cover each certifying that such supplemental indenture and notation on the enforceability, satisfaction of all conditions precedent, compliance with Note Guarantee and the other documents described in clause (b) above (i) are permitted and authorized under this Indenture, the Security Documents and the Intercreditor Agreement and comply with the grant terms hereof and perfection thereof, (ii) have been duly authorized, executed and delivered by such Subsidiary and (iii) constitute a valid and legally binding and enforceable obligations of security interestssuch Subsidiary, in each casesubject to customary exceptions. Thereafter, within 30 days of the date on which the Domestic such Subsidiary was acquired or created as contemplated by this Indenture, Security Documents and Intercreditor Agreementshall be a Guarantor for all purposes.