Future Guarantees. If, on any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.
Future Guarantees. If any Domestic Restricted Subsidiary that is not already a Subsidiary Guarantor guarantees any Debt of the Company or a Subsidiary Guarantor under, or borrows Debt under, the Senior Credit Facilities on or after the Issue Date, then such Domestic Restricted Subsidiary shall execute, within 30 days of the date on which it became a guarantor or borrower with respect to such other Debt, a supplemental indenture in substantially the form attached hereto as Exhibit B, pursuant to which such Domestic Restricted Subsidiary shall become a Subsidiary Guarantor with respect to the Notes, upon the terms and subject to the release provisions and other limitations set forth in this Indenture.
Future Guarantees. (a) Upon their initial issuance, the Notes will not be guaranteed by any of the Company’s Subsidiaries. If on or after the date of this Supplemental Indenture, a Subsidiary of the Company incurs, or becomes a guarantor or co-obligor of the Company’s obligations under, any Similar Capital Markets Debt Securities (as defined below), the Company shall cause such Subsidiary, within 30 days to (i) execute and deliver to the Trustee a supplemental indenture (or supplemental indentures) pursuant to which such Subsidiary shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations under the Notes, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if any, on the Notes and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms set forth in this Section 4.3 and (ii) deliver to the Trustee an Opinion of Counsel to the effect that (A) such supplemental indenture and guarantee of the Notes has been duly executed and authorized and (B) such supplemental indenture and guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Subsidiary of the Company, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future guarantee of the Notes shall be equal or senior in right of payment with the guarantee or other obligations giving rise to the obligation to guarantee the Notes. Any supplemental indenture required pursuant to this Section 4.3(a) shall be prepared by the Company in such form and with such terms as may be customary or reasonably appropriate to give effect to the terms of this Section 4.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as to the authorization of such supplemental indenture and may rely conclusively thereon (without any responsibility for the form or terms of such supplemental indenture).
Future Guarantees. The Company shall cause each Restricted Subsidiary (other than a Guarantor) that guarantees Indebtedness of the Company under the Credit Agreement, within 90 days of such guarantee, to execute and deliver to the Trustee a supplement to this Indenture, substantially in the form of Exhibit D hereto, executed by such Restricted Subsidiary, under which such Restricted Subsidiary shall become a Guarantor of the Notes on the terms, and subject to the release and other provisions, set forth in Article Ten of this Indenture.
Future Guarantees. At any time after the date hereof, if any Person constituting a Specified RCF Guarantor provides a Subsidiary Notes Guarantee or otherwise becomes obligated to the Subordinated Parties in respect of the Subordinated Obligations, such Person shall, concurrent with the provision of such Subsidiary Notes Guarantee or otherwise incurring such obligations, execute and deliver a joinder to this Agreement in substantially the form attached as Exhibit A hereto. From and after delivery of such joinder, such Person shall be a “Specified Subsidiary Guarantor” for all purposes of this Agreement as if originally party hereto on the date hereof.
Future Guarantees. (a) If (i) the Borrower or any of its Wholly-Owned Domestic Restricted Subsidiaries organizes or acquires any Wholly-Owned Domestic Restricted Subsidiary (other than (x) any Receivables Subsidiary, (y) any Captive Insurance Subsidiary and (z) a Wholly-Owned Domestic Restricted Subsidiary if the book value of such Wholly-Owned Domestic Restricted Subsidiary’s total assets, when taken together with the aggregate book value of the total assets of all other Wholly-Owned Domestic Restricted Subsidiaries that are not Subsidiary Guarantors, as of the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available prior to such date, does not exceed in the aggregate $10.0 million (an “Immaterial Domestic Subsidiary”)), or transfers assets to or makes an Investment in an Immaterial Domestic Subsidiary such that it ceases to be an Immaterial Domestic Subsidiary, then such Wholly-Owned Domestic Restricted Subsidiary or (ii) any Wholly-Owned Subsidiary that is a Restricted Subsidiary (and any non-Wholly-Owned Subsidiary that is a Restricted Subsidiary if such non-Wholly-Owned Subsidiary guarantees other capital markets debt securities), other than a Subsidiary Guarantor or a Foreign Subsidiary guaranteeing Indebtedness of another Foreign Subsidiary, guarantees the payment of any Indebtedness of the Borrower or any other Subsidiary Guarantor then such Restricted Subsidiary, in each case, shall:
Future Guarantees. The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness of the Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations under the Indenture and this Fifth Supplemental Indenture with respect to payment and performance of the Series H Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute or deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to the Indenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series H Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series H Notes required hereby or (B) subordinated in right of payment to the Series H Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series H Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series H Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series H Notes shall be automatically released.
Future Guarantees. (a) The Issuer will cause (i) any Subsidiary acquired or created after the Issue Date and which is designated by the Issuer as a Restricted Subsidiary; and (ii) any Unrestricted Subsidiary that is designated as a Restricted Subsidiary, to execute and deliver to the Collateral Trustee a Guarantee.
Future Guarantees. (a) The Issuer and LGEC will cause each Restricted Subsidiary (other than Receivables Subsidiaries) that Guarantees, on the Issue Date or at any time thereafter, any Material Indebtedness of the Issuer or any Guarantor (and, without limiting the foregoing, the Issuer may, in its sole discretion, cause any other Restricted Subsidiary), if such Restricted Subsidiary is not a Guarantor under this Indenture, to reasonably promptly (but in any event within 60 days) after guaranteeing such Material Indebtedness:
Future Guarantees. If any Restricted Subsidiary guarantees any Debt Securities issued by the Company, then (i) the Company shall promptly notify the Trustee of such guarantee, (ii) the Trustee shall, in turn, notify each Holder and (iii) the Company shall cause this Indenture to be amended to make such Restricted Subsidiary a Guarantor hereunder. Prior to the execution of such amendment, each such Restricted Subsidiary required to become a Guarantor pursuant to the provisions of this Section 4.22 shall be deemed a Guarantor hereunder for purposes of determining the rights and obligations hereunder.
