Common use of Execution of Supplemental Indenture for Future Guarantors Clause in Contracts

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 shall, and the Company shall cause each such Subsidiary to, promptly execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D E hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 10 and shall guarantee the Guaranteed Obligationsobligations of the Company under the Notes and this Indenture. Concurrently with the execution and delivery of such supplemental indentureindenture substantially in the form of Exhibit E hereto, the Issuers Company shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture substantially in the form of Exhibit E hereto has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably requestterms.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor of any series of Notes pursuant to Section 4.11 the terms of this Indenture (as supplemented by the supplemental indenture with respect to such Notes) shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D E hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 10 and shall guarantee the Guaranteed ObligationsNotes. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantorguarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 and shall guarantee the Guaranteed ObligationsObligations on an unsecured senior basis. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to customary exception including the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 and shall guarantee the Guaranteed ObligationsObligations on a senior unsecured basis. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to customary exception including the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. (a) Each Subsidiary and other Person which is required to become a Subsidiary Guarantor pursuant to Section 4.11 4.19, (b) each future Subsidiary of the Company of which the Issuer is a Subsidiary that becomes an Intermediate Guarantor as contemplated in the definition thereof, and (c) each Virgin Media Holding Company that is not a Subsidiary of Parent that guarantees the Notes on a senior basis as contemplated in the last paragraph of the definition of "Change of Control," shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person Virgin Media Holding Company shall become a Note Guarantor under this Article 12 11 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer's Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person Virgin Media Holding Company and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ ' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Note Guarantor is a legal, valid and binding obligation of such Note Guarantor, enforceable against such Note Guarantor in accordance with its terms and/or and or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 4.8 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 X and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect (i) that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and (ii) that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ affecting the rights of creditors generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or and to such other matters as the Trustee may reasonably request; provided that the Trustee may, in its sole discretion, waive the requirement of an Opinion of Counsel with respect to clause (i).

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor of any series of Notes pursuant to Section 4.11 the terms of this Indenture (as supplemented by the supplemental indenture with respect to such Notes) shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 10 and shall guarantee the Guaranteed ObligationsNotes. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Company shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantorguarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Any Wholly Owned Subsidiary and that is a domestic Subsidiary or any other Person which Subsidiary that is not a Guarantor that guarantees any Indebtedness of the Company is required to become a Guarantor pursuant and the Company shall cause each such Subsidiary to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D C hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 11 and shall guarantee the Guaranteed ObligationsObligations of the Company under the Securities and this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Company shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ ' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or terms, and as to any such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. (a) Each Subsidiary and other Person which is required to become a Subsidiary Guarantor pursuant to Section 4.11 4.19, (b) each future Subsidiary of the Company of which the Issuer is a Subsidiary that becomes an Intermediate Guarantor as contemplated in the definition thereof, and (c) each NTL Holding Company that is not a Subsidiary of Parent that guarantees the Notes on a senior basis as contemplated in the last paragraph of the definition of “Change of Control,” shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person NTL Holding Company shall become a Note Guarantor under this Article 12 11 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person NTL Holding Company and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Note Guarantor is a legal, valid and binding obligation of such Note Guarantor, enforceable against such Note Guarantor in accordance with its terms and/or and or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee Guaranty of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 4.8 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 X and shall guarantee the Guaranteed Guarantee Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee and an Officers’ Certificate to the effect (i) that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and (ii) that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ affecting the rights of creditors generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or and to such other matters as the Trustee may reasonably request; provided that the Trustee may, in its sole discretion, waive the requirement of an Opinion of Counsel with respect to clause (i).

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D B hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 and shall guarantee the Guaranteed ObligationsObligations on a senior unsecured basis. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to customary exception including the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Other than the Subsidiaries becoming a Guarantor on the Assumption Date in accordance with Section 12.01, each Subsidiary and other Person which that is required to become a Guarantor pursuant to Section 4.11 10.06 shall promptly execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Subsidiary Guarantor under this Article 12 X and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Company shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate to the effect each stating that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Subsidiary Guarantor is a valid and binding obligation of such Subsidiary Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably requestterms.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 4.23 shall, and Parent shall cause each such Subsidiary to, promptly execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D F hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 10 and shall guarantee the Guaranteed Obligationsobligations of the Issuers under the Notes and this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably requestterms.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 4.08 shall, and the Issuers shall cause each such Subsidiary to, promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D F --------- hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 Section 10 and shall guarantee the Guaranteed Obligationsobligations of the Company under the Notes and this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Company shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ ' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably requestterms.

Execution of Supplemental Indenture for Future Guarantors. Each The Parent and the Company shall cause each Restricted Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 shall 4.21 to promptly execute and deliver to the Trustee a supplemental indenture in the form of attached as Exhibit D hereto pursuant to which such Restricted Subsidiary or other Person shall become a Guarantor under this Article 12 11 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, in addition to the Issuers opinions and certifications to be delivered pursuant to Article 9 hereof, the Company shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or and or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 or the first sentence of Section 10.01(a) after the Issue Date shall promptly (i) execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D C hereto pursuant to which such Subsidiary or 106 other Person shall become a Guarantor under this Article 12 10 and shall guarantee the Guaranteed ObligationsObligations and (ii) execute and deliver to the Collateral Trustee a Grantor Supplement pursuant to which such Guarantor shall, subject to applicable legal limitations, be subject to the terms of the applicable Security Documents. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer's Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ ' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably requestterms.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 4.8 or 4.9 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 X and shall guarantee the Guaranteed Guarantee Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee and an Officers’ Certificate to the effect (i) that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and (ii) that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ affecting the rights of creditors generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or and to such other matters as the Trustee may reasonably request; provided that the Trustee may, in its sole discretion, waive the requirement of an Opinion of Counsel with respect to clause (i).

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 4.20 shall, and the Company shall cause each such Subsidiary to, promptly execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D EXHIBIT F hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 10 and shall guarantee the Guaranteed Obligationsobligations of the Issuers under the Notes and this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ ' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably requestterms.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 4.22 shall, and the Issuers shall cause each such Subsidiary to, promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D F hereto pursuant to which such Subsidiary or other Person shall become a Guarantor --------- under this Article 12 Section 10 and shall guarantee the Guaranteed Obligationsobligations of the Company under the Notes and this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Company shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ ' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably requestterms.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor of any series of Notes pursuant to Section 4.11 the terms of this Indenture (as supplemented by the supplemental indenture with respect to such Notes) shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D E hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 X and shall guarantee the Guaranteed ObligationsNotes. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Company shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantorguarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 or the first sentence of Section 10.01(a) after the Issue Date shall promptly (i) execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D C hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 10 and shall guarantee the Guaranteed ObligationsObligations and (ii) execute and deliver to the Collateral Trustee a Grantor Supplement pursuant to which such Guarantor shall, subject to applicable legal limitations, be subject to the terms of the applicable Security Documents. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably requestterms.

Execution of Supplemental Indenture for Future Guarantors. Each Domestic Subsidiary and other Person which is required to become a Guarantor of the Notes pursuant to Section 4.11 shall promptly or Section 4.17 shall, within the time period set forth therein, execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D C hereto pursuant to which such Domestic Subsidiary or other Person shall become a Guarantor under this Article 12 X and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate to the effect certifying that such supplemental indenture has been duly authorized, executed and delivered by such Domestic Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and subject to other customary exceptions, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably requestterms.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 4A.11 or Section 4B.11, as applicable, shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee Guaranty of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become becomes a Guarantor of the Notes pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D C-1 hereto (or in the form of Exhibit C-2 hereto, in the case such Guarantor is a Foreign Subsidiary) pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 X and shall guarantee the Guaranteed ObligationsNotes. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 4.21 shall, and the Issuer shall cause each such Subsidiary to, promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D E hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 10 and shall guarantee the Guaranteed Obligationsobligations of the Issuer under the Notes and this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably requestterms.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 4.17 or the first sentence of Section 10.01(a) after the Issue Date shall promptly (i) execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D C hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 10 and shall guarantee the Guaranteed ObligationsObligations and (ii) execute and deliver to the Collateral Trustee a Grantor Supplement pursuant to which such Guarantor shall, subject to applicable legal limitations, be subject to the terms of the applicable Security Documents. Concurrently with the execution and delivery of such supplemental indenture, the Issuers Issuer shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably requestterms.

Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 4A.11 or Section 4B.11, as applicable, shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 11 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.