Additional Note Guarantors. After the Issue Date, the Company will, to the extent required to comply with Section 4.07(a), cause all or any of its Subsidiaries to:
(a) execute and deliver a supplemental indenture to this Indenture, the form of which is attached as Exhibit B, pursuant to which such Subsidiary will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 10; provided that such Guarantor shall deliver to the Trustee an Opinion of Counsel (such opinion or portions thereof may be in form and substance substantially similar to the Opinion of Counsel delivered on the Issue Date and which may contain customary exceptions) to the effect that:
(1) such supplemental indenture has been duly executed and authorized; and
(2) each of the supplemental indenture and the Note Guarantee of such Subsidiary constitutes a valid, binding and enforceable obligation of such Subsidiary; and
(b) waive and 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 the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guarantee.
Additional Note Guarantors. (a) If the Company or any of its Domestic Subsidiaries shall acquire or create another Domestic Subsidiary that is a Significant Subsidiary, then the Company, the Trustee and such newly acquired or created Domestic Subsidiary shall execute and deliver a supplemental indenture evidencing such Note Guarantee and deliver an Opinion of Counsel, in accordance with the terms of this Indenture. The Company will also have the right to cause any Restricted Subsidiary so to become a Note Guarantor. Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary without rendering the Note Guarantee, as it relates to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Such Note Guarantee may be substantially in the form of Exhibit D hereto or in such other form as may be reasonably satisfactory to the Trustee and the Company.
(b) Except as provided in the applicable Note Guarantee, no Note Guarantor may consolidate or merge with into (whether or not such Note Guarantor is the surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation or merger (if other than a Note Guarantor or the Company) assumes all the obligations of such Note Guarantor under the Note Guarantee and the Indenture pursuant to a supplemental indenture, in form reasonably satisfactory to the Trustee, and (ii) if such merger or consolidation is with a Person other than the Company or a Restricted Subsidiary, (x) immediately after such transaction, no Default or Event of Default exists and (y) the Company will, at the time of such transaction after giving pro forma effect thereto, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.3(a).
Additional Note Guarantors. Each Restricted Subsidiary that is required to become a Note Guarantor pursuant to Section 503 of this Supplemental Indenture shall promptly execute and deliver to the Trustee a supplemental indenture substantially in the form set forth in Exhibit B to this Supplemental Indenture, evidencing its Note Guarantee on substantially the terms set forth in this Article VI. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to the applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors' rights or remedies generally and the general principles of equity, such supplemental indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms.
Additional Note Guarantors. The Company may from time to time designate a Restricted Subsidiary as an additional guarantor of the Senior Subordinated Notes by causing it to enter into a supplemental indenture substantially in the form annexed hereto as Exhibit G or otherwise in form and substance reasonably satisfactory to the Trustee (each such guarantee, an “Additional Note Guarantee,” and each such guarantor, an “Additional Note Guarantor”).
Additional Note Guarantors. (a) If the Company creates or acquires a Restricted Subsidiary, other than any Immaterial Subsidiary, U.S. SPE or Mortgage Loan Subsidiary, the Company will cause each such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B hereto within 30 days pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.
(b) Notwithstanding the foregoing, at the time of delivery of financial statements pursuant to Section 4.03, the Company shall calculate, as of the last date of the fiscal quarter for which financial statements are required to be delivered the aggregate amount of tangible assets of Immaterial Subsidiaries who are Non-Guarantors and the Company shall, within 30 days after the date such financial statements are required to be delivered, cause one or more Immaterial Subsidiaries to provide Note Guarantees as and to the extent required to cause the aggregate amount of Consolidated Tangible Assets held by all Immaterial Subsidiaries (other than Immaterial Subsidiaries that are Subsidiary Guarantors) not to exceed 5.0% of the Consolidated Tangible Assets of the Company.
(c) Note Guarantees may be released in accordance with the provisions of Section 10.06.
(d) The Company at any time at its sole option may cause any Non-Guarantor to become a Subsidiary Guarantor by executing a supplemental indenture to this Indenture.
Additional Note Guarantors. 107 Section 10.04.Note Guarantee Obligations Subordinated to Guarantor Senior Indebtedness.............. 108 Section 10.05.Payment Over of Proceeds upon Dissolution, etc........................................ 108 Section 10.06.Suspension of Note Guarantee Obligations When Guarantor Senior Indebtedness in Default............................................................... 110 Section 10.07.Release of Note Guarantee............................................................. 111 Section 10.08.Waiver of Subrogation................................................................. 112 Section 10.09.Provisions Solely to Define Relative Rights........................................... 112 Section 10.10.
Additional Note Guarantors. Each Subsidiary -------------------------- that is required to become a Note Guarantor pursuant to Section 4.23 shall promptly (a) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee, which shall subject such Subsidiary to the provisions of this Indenture as a Note Guarantor on substantially the same terms as set forth in this Article Ten with respect to the Note Guarantee of the current Note Guarantors, and (b) the
Additional Note Guarantors. 84 Section 10.04. Note Guarantee Obligations Subordinated to Guarantor Senior Indebtedness....................84 Section 10.05. Payment Over of Proceeds upon Dissolution, etc....
Additional Note Guarantors. SECTION 11.1 Additional Note Guarantors SECTION 11.2 Additional Note Guarantee SECTION 11.3 Limitation on Liability SECTION 11.4 No Subrogation SECTION 11.5 Release.
Additional Note Guarantors. Each Restricted Subsidiary that is required to become a Note Guarantor pursuant to Section 4.12 or 4.13, and each Restricted Subsidiary that the Company causes to become a Note Guarantor pursuant to Section 4.13 or Section 4.17, shall promptly (a) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee, which shall subject such
