Common use of Additional Subsidiary Guarantees Clause in Contracts

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amount, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under Section 9.05.

Additional Subsidiary Guarantees. If, If the Company or any of its Restricted Subsidiaries acquires or creates another Material Domestic Subsidiary after the Issue Date, or if any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either the Company in a principal amount in excess of the Issuers or any Guarantor, which, when combined with any other Indebtedness for which $1.0 million after such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amountdate, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B hereto and delivering it to the Trustee within 20 Business Days of the date on which it was acquired or created or guaranteed or incurred such IndebtednessIndebtedness of the Company, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by described in Section 8.06903 of the Original Indenture; provided, however, that (a) the preceding foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this the Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding , and (b) Xxxxxxx Programs, Inc. shall not be required to become a Guarantor unless it guarantees Indebtedness of the preceding, any Subsidiary Guarantee Company in a principal amount in excess of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under Section 9.05$1.0 million.

Additional Subsidiary Guarantees. If, If the Company or any of its Restricted Subsidiaries acquires or creates another Material Domestic Subsidiary after the Issue Date, or if any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either the Company in a principal amount in excess of the Issuers or any Guarantor, which, when combined with any other Indebtedness for which $1.0 million after such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amountdate, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B hereto and delivering it to the Trustee within 20 Business Days of the date on which it was acquired or created or guaranteed or incurred such IndebtednessIndebtedness of the Company, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by described in Section 8.06903 of the Original Indenture; provided, however, that (a) the preceding foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this the Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding , and (b) Xxxxxxx Programs, Inc. shall not be required to become a Guarantor unless it guarantees Indebtedness of the preceding, any Subsidiary Guarantee Company in a principal amount in excess of a Restricted Subsidiary $1.0 million other than the 2014 Notes that was incurred pursuant to this Section 4.13 will be released at such time as specified under Section 9.05are outstanding on the Issue Date.

Additional Subsidiary Guarantees. If, after the Issue Datedate hereof, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Material Indebtedness of either of the Issuers or any Guarantor, whichor any Domestic Subsidiary (other than any Excluded Subsidiary), when combined with if not then a Guarantor, incurs any other Material Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amountunder a Credit Facility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture in substantially in the form of Exhibit B F hereto and delivering it to the Trustee within 20 Business Days 30 days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding . Any such Subsidiary Guarantee shall be subject to release as set forth in Article 11. Any Excluded Subsidiary need not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for become a Guarantor hereunder so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any it remains an Excluded Subsidiary Guarantee for purposes of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under Section 9.05Indenture.

Additional Subsidiary Guarantees. IfIf the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary acquires or creates another Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary) after the Issue DateDate that provides a guarantee of the Issuer’s obligations under any Credit Facility (including the Senior Credit Facilities) with an aggregate principal or committed amount of at least $550,000,000, then, within 60 days after such Restricted Subsidiary provides such guarantee (or such later date as agreed by the Trustee in its sole discretion), such newly acquired or created Restricted Subsidiary shall be required to execute a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary; provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary of that existed at the Company time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already otherwise required to be a Guarantor guarantees any other Indebtedness of either of the Issuers or any to become a Guarantor, which, when combined with any other Indebtedness for in which case such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amount, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding shall not apply be required to Subsidiaries of comply with the Company that have properly been designated as Unrestricted Subsidiaries 60-day period in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under Section 9.054.11.

Additional Subsidiary Guarantees. If, after the Issue Datedate of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amount, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 twenty Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.069.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under Section 9.05such Guarantor ceases to guarantee any other Indebtedness of either of the Issuers and any other Guarantor.

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness for borrowed money of either of the Issuers or any Guarantor, which, when combined with any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amount, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 twenty (20) Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.069.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released as provided in Section 10.04. Notwithstanding the foregoing, if Talen’s Marine & Fuel, LLC, as of the most recent quarter for which internal financial statements are available, has greater than $2.5 million of assets or, if at such time any time, its operations would be material to the Company and its Restricted Subsidiaries, taken as specified under Section 9.05a whole, as determined by senior management of the Company in good faith, Talen’s Marine & Fuel, LLC shall be required to become a Guarantor pursuant to the preceding paragraph.

Additional Subsidiary Guarantees. If, after the Issue Datedate of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company under a Credit Facility, or the Operating Company, if not then a Guarantor, which, when combined with guarantees any other Indebtedness for which such Restricted Subsidiary is an obligor of either of the Issuers under a Credit Facility or guarantor, is at least $10.0 million in aggregate principal amountincurs any Indebtedness under any Credit Facility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will shall be released at such time as specified subject to the release and other provisions under Section 9.05Article 10 hereof.

Additional Subsidiary Guarantees. If, If the Company or any of its Restricted Subsidiaries acquires or creates another Material Domestic Subsidiary after the Issue Date, or if any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with any other Indebtedness for which Company after such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amountdate, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B hereto and delivering it to the Trustee within 20 Business Days of the date on which it was acquired or created or guaranteed or incurred such IndebtednessIndebtedness of the Company, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by described in Section 8.06903 of the Original Indenture; provided, however, that (a) the preceding foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this the Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding Subsidiaries and (b) Xxxxxxx Programs, Inc. shall not be required to become a Guarantor unless it guarantees Indebtedness of the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under Section 9.05Company.

Additional Subsidiary Guarantees. If, after the Issue Datedate of this Indenture, any Restricted Subsidiary of the Company Parent that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with Guarantor under any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amountCredit Facility, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B hereto and delivering it to the Trustee within 20 twenty Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company Parent that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 5.13 will be released at such time as specified under in the circumstances described in Section 9.0511.03.

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with Guarantor under the Credit Agreement or any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least Credit Facility of the Company in excess of $10.0 million in aggregate principal amount5.0 million, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B D hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified subject to the limitations and provisions, including the release provisions, described under Section 9.05Article Nine.

Additional Subsidiary Guarantees. If, (a) If the Company or any of its Restricted Subsidiaries shall acquire or create another Subsidiary after the Issue Date, any Restricted date of this Indenture (other than an Unrestricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amountproperly designated as such), then that such newly acquired or created Subsidiary will shall become a Guarantor by executing a supplemental indenture substantially in the form and shall deliver an Opinion of Exhibit B hereto and delivering it Counsel to the Trustee within 20 10 Business Days of the date on which it guaranteed or incurred when such Indebtednessevent occurs to the effect that such supplemental indenture has been duly authorized, as executed and delivered by such Subsidiary and constitutes a valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with its terms (subject to customary exceptions). (b) The Subsidiary Guarantees shall be joint and several obligations of the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06Guarantors; provided, however, that the preceding obligations of each Guarantor under its Subsidiary Guarantee shall not apply be limited as necessary to Subsidiaries of the Company prevent that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. (c) The Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will Guarantor shall be automatically released (without the taking of any action by the Company, such Guarantor, the Trustee or any Holder) at such time as specified under Section 9.05the Guarantor is no longer a Subsidiary of the Company.

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary of the Company that is not already a Guarantor (x) borrows, or guarantees any other Indebtedness of either of the Issuers or any Guarantorother Guarantors, which, when combined with under the Credit Agreement or (y) guarantees any Indebtedness of either of the Issuers or any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million Guarantor under any other Credit Facility in aggregate principal amountexcess of the De Minimis Amount, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B D hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified subject to the limitations and provisions, including the release provisions, described under Section 9.05Article Nine.

Additional Subsidiary Guarantees. If, after the Issue Datedate of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amount, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.069.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under Section 9.0510.04.

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary of the Company that is not already a Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company or any other Subsidiary Guarantor, whichthen, when combined with any other Indebtedness for which in each such Restricted case, such Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amount, then that Subsidiary will must become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form of Exhibit B hereto provided in the Indenture and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06other guarantee was executed; provided, however, provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this the Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time as specified time, such Restricted Subsidiary is then a guarantor under Section 9.05any other Indebtedness of the Issuers or another Subsidiary.

Additional Subsidiary Guarantees. If, after the Issue Datedate of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with Guarantor under any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amountCredit Facility, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 twenty Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.069.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under provided in Section 9.0510.03.

Additional Subsidiary Guarantees. If, after the Issue Datedate of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of with respect to which the Issuers or any Guarantor, which, when combined with any other Indebtedness for which such Restricted Subsidiary Company is an the primary obligor or guarantor, is at least $10.0 million in aggregate principal amountunder a Credit Facility, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.069.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under in the circumstances described in Section 9.0510.04.

Additional Subsidiary Guarantees. If, after the Issue Datedate of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of with respect to which the Issuers or any Guarantor, which, when combined with any other Indebtedness for which such Restricted Subsidiary Company is an the primary obligor or guarantor, is at least $10.0 million in aggregate principal amountunder a Credit Facility, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, Indebtedness together with any Officers’ Certificate or Opinion of Counsel required by Section 8.069.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under in the circumstances described in Section 9.0510.04.

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with Guarantor under the Credit Agreement or any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amountCredit Facility of the Company, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B D hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified subject to the limitations and provisions, including the release provisions, described under Section 9.05Article Nine.

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary of the Company that is not already a Guarantor (x) borrows or guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with other Guarantors under the Credit Agreement or (y) guarantees any Indebtedness of either of the Issuers or any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million Guarantor under any other Credit Facility in aggregate principal amountexcess of the De Minimis Amount, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B D hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified subject to the limitations and provisions, including the release provisions, described under Section 9.05Article Nine.

Additional Subsidiary Guarantees. If, after the Issue Datedate of this Indenture, any Restricted Subsidiary of the Company Parent that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with Guarantor under any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amountCredit Facility, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 twenty Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.069.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company Parent that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under in the circumstances described in Section 9.0510.03.

Additional Subsidiary Guarantees. If, after the Issue Datedate of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, which, when combined with any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amount, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 twenty Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.069.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under Section 9.0510.04.

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness for borrowed money of either of the Issuers or any Guarantor or the Operating Partnership, or the Operating Partnership, if not then a Guarantor, which, when combined with guarantees any other Indebtedness for which such Restricted Subsidiary is an obligor of either of the Issuers or guarantor, is at least $10.0 million in aggregate principal amountincurs any Indebtedness under a Credit Facility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 Business Days 30 days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.069.06 and together with any joinders or other documentation necessary for such Guarantor to become party to the applicable Security Documents consistent with Article 12; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under provided in Section 9.0510.03.

Additional Subsidiary Guarantees. If, after the Issue Datedate of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers Company or any Guarantor, which, when combined with any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amount, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 twenty Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.069.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified such Guarantor ceases both (x) to guarantee any other Indebtedness of either of the Company and any other Guarantor and (y) to be an obligor with respect to any Indebtedness under Section 9.05any Credit Facility.

Additional Subsidiary Guarantees. IfIf the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary acquires or creates another Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary) after the Issue DateDate that provides a guarantee of the Issuer’s obligations under any Credit Facility (including 84111084_1 the Senior Credit Facilities) with an aggregate principal or committed amount of at least $600,000,000, then, within 60 days after such Restricted Subsidiary provides such guarantee (or such later date as agreed by the Trustee in its sole discretion), such newly acquired or created Restricted Subsidiary shall be required to execute a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary; provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary of that existed at the Company time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already otherwise required to be a Guarantor guarantees any other Indebtedness of either of the Issuers or any to become a Guarantor, which, when combined with any other Indebtedness for in which case such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amount, then that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding shall not apply be required to Subsidiaries of comply with the Company that have properly been designated as Unrestricted Subsidiaries 60-day period in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under Section 9.054.11.

Additional Subsidiary Guarantees. If, after the Issue Datedate of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor or the Operating Partnership, or the Operating Partnership, if not then a Guarantor, which, when combined with guarantees any other Indebtedness for which such Restricted Subsidiary is an obligor of either of the Issuers or guarantor, is at least $10.0 million in aggregate principal amountincurs any Indebtedness under a Credit Facility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit B Annex A hereto and delivering it to the Trustee within 20 twenty Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ ' Certificate or Opinion of Counsel required by Section 8.069.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will be released at such time as specified under provided in Section 9.0510.04.

Additional Subsidiary Guarantees. IfEach Domestic Subsidiary that is established, created or acquired after the date of this Indenture shall become a Guarantor. In addition, if, after the Issue Datedate of this Indenture, (i) Endeavour Colorado Corporation guarantees any Indebtedness incurred pursuant to Section 4.09(1) or Section 4.09(15), then Endeavour Colorado Corporation shall become a Guarantor, and (ii) any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either the Company or any Guarantor in excess of the Issuers or any Guarantor, which, when combined with any other Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amountDe Minimis Guaranteed Amount, then that Subsidiary will shall become a Guarantor. Any such Subsidiary shall become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit Annex B hereto and delivering it to the Trustee within 20 Business Days 60 days of the date on which it became a Domestic Subsidiary or within 15 days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or required by Section 9.06. Notwithstanding the foregoing, no Opinion of Counsel shall be required by Section 8.06; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance connection with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred supplemental indenture pursuant to this Section 4.13 will 4.13. Each Subsidiary Guarantee shall be released at such time as specified under Section 9.05in accordance with Article 10.