Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then a Guarantor guarantees or Incurs any Triggering Indebtedness or (b) the Issuer otherwise elects to have any Restricted Subsidiary of the Issuer become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness has been guaranteed or Incurred by such Wholly Owned Restricted Subsidiary. Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).
Appears in 3 contracts
Samples: Indenture (Mattel Inc /De/), Indenture (Mattel Inc /De/), Indenture (Mattel Inc /De/)
Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Issuer Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Excluded Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then an Issuer or a Guarantor guarantees or Subsidiary Guarantor, (a) Incurs any Triggering Indebtedness under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness, or (b) the Issuer otherwise elects to have Guarantees any Restricted Subsidiary Indebtedness of the Issuer become a Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, in each such case, the Issuer Issuers shall cause such Restricted Subsidiary Subsidiary, within 20 Business Days thereof, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; Subsidiary Guarantors; provided thatthat this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in the case of clause (a)contemplation of, such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness has been guaranteed or Incurred by such Wholly Owned Person becoming a Restricted Subsidiary. Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).
Appears in 3 contracts
Samples: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Future Guarantors. (1) If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Issuer Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Excluded Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then an Issuer or a Guarantor guarantees or Subsidiary Guarantor, (a) Incurs any Triggering Indebtedness under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness, or (b) the Issuer otherwise elects to have Guarantees any Restricted Subsidiary Indebtedness of the Issuer become a Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, in each such case, the Issuer Issuers shall cause such Restricted Subsidiary Subsidiary, within 20 Business Days thereof, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided thatthat this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in the case of clause (a)contemplation of, such supplemental indenture shall be executed and delivered to the Trustee within Person becoming a Restricted Subsidiary.
(2) Within 20 Business Days after the Issue Date, the Issuers shall cause CPLV Property Owner LLC to Guarantee each of the date that such Indebtedness has been guaranteed or Incurred by such Wholly Owned Restricted Subsidiary. Each Guarantee shall be released upon PropCo Credit Agreement and the terms and in accordance with Section 10.2(b)PropCo Notes.
Appears in 2 contracts
Samples: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Future Guarantors. If, after the Issue Closing Date, (a) any Wholly Owned Domestic Subsidiary of the Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then the Issuer or a Guarantor guarantees or Incurs any Triggering Indebtedness under either of the Senior Credit Agreements or guarantees any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries with an aggregate principal amount in excess of $75 million (“Certain Capital Markets Debt”) or (b) the Issuer otherwise elects to have any Restricted Subsidiary of the Issuer become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the applicable Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred by such Wholly Owned Restricted Subsidiary. Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).
Appears in 2 contracts
Samples: Indenture (CommScope Holding Company, Inc.), Indenture (CommScope Holding Company, Inc.)
Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Issuer Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Excluded Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then an Issuer or a Guarantor guarantees or Incurs Subsidiary Guarantor, Guarantees any Triggering Indebtedness or (b) the Issuer otherwise elects to have any Restricted Subsidiary of the Issuer become a Issuers or any other Subsidiary Guarantor under any Credit Facility or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, in each such case, the Issuer Issuers shall cause such Restricted Subsidiary Subsidiary, within 20 Business Days of the date that such Indebtedness has been guaranteed, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit E hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided thatthat this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not Incurred in connection with, or in the case of clause (a)contemplation of, such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date Person becoming a Restricted Subsidiary; provided further that such Indebtedness has been guaranteed or Incurred by such this Section 4.18 will not require any Wholly Owned Restricted Subsidiary. Each Guarantee Subsidiary to become a Subsidiary Guarantor unless and until any applicable Gaming Approval is obtained and the Company shall be released upon the terms and in accordance with Section 10.2(b)use commercially reasonable efforts to obtain such approval.
Appears in 2 contracts
Samples: Indenture (MGM Growth Properties Operating Partnership LP), Indenture (MGM Growth Properties Operating Partnership LP)
Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCOSubsidiary) that is not then a Guarantor (x) guarantees or Incurs any Triggering Indebtedness under a Holdings Credit Agreement (excluding Certain Capital Markets Debt) or (y) guarantees any capital markets Indebtedness of the Issuer with an aggregate principal amount in excess of $125 million (“Certain Capital Markets Debt”) or (b) the Issuer otherwise elects to have any Restricted Subsidiary of the Issuer become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under such Holdings Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred Incurred, as applicable, by such Wholly Owned Restricted Subsidiary. Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).
Appears in 2 contracts
Samples: Indenture (PPD, Inc.), Indenture (PPD, Inc.)
Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Restricted Subsidiary of the Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then already a Subsidiary Guarantor guarantees or Incurs any Triggering other Indebtedness or (b) the Issuer otherwise elects to have any Restricted Subsidiary of either of the Issuer Issuers or any of the Guarantors under any Credit Facility, then such Subsidiary must become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver Guarantor by executing a supplemental indenture satisfactory to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case delivering an Opinion of clause (a), such supplemental indenture shall be executed and delivered Counsel to the Trustee within 20 Business Days 30 days of the date that on which it became a Restricted Subsidiary or such other guarantee was executed or such Indebtedness has been guaranteed or Incurred incurred, as applicable. Notwithstanding the foregoing, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 shall provide by such Wholly Owned Restricted Subsidiary. Each Guarantee its terms that it shall be automatically and unconditionally released upon the terms 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, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with Section 10.2(b)this Indenture.
Appears in 2 contracts
Samples: Indenture (Atlas Resource Partners, L.P.), Indenture (Atlas Energy Resources, LLC)
Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Restricted Subsidiary of the Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then a Guarantor guarantees or Incurs any Triggering Indebtedness or (b) the Issuer otherwise elects to have any Restricted Subsidiary of the Issuer become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness has been guaranteed or Incurred by such Wholly Owned Restricted Subsidiary. Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).
Appears in 1 contract
Samples: Indenture (Mattel Inc /De/)
Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the The Issuer (including any newly formed, newly acquired or newly redesignated shall cause each Restricted Subsidiary, but excluding any Receivables within 10 Business Days of becoming a Restricted Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then a Guarantor guarantees or Incurs any Triggering Indebtedness or (b) the Issuer otherwise elects to have any Restricted Subsidiary of the Issuer become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C pursuant to which such Restricted Subsidiary shall guarantee the Issuer’s Obligations under the Securities and this Indenture; provided, however, that no Foreign Subsidiary or Domestic CFC Holdco shall be required to become a Guarantor under this Indenture providing if doing so would reasonably be expected to result in material adverse tax consequences for the Issuer or any of its Subsidiaries (including as a Guarantee result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined in good faith by the Issuer; provided, further, however, that no Immaterial Subsidiary shall be required to become a Guarantor; provided, further, however, that if a Restricted Subsidiary ceases to be an Immaterial Subsidiary, the Issuer shall cause such Restricted Subsidiary, within 10 Business Days of ceasing to be an Immaterial Subsidiary, to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C pursuant to which such Restricted Subsidiary on shall guarantee the same terms Issuer’s Obligations under the Securities and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness has been guaranteed or Incurred by such Wholly Owned Restricted Subsidiary. Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b)Indenture.
Appears in 1 contract
Future Guarantors. If, after the Issue DateEscrow Assumption, (a) any Wholly Owned Domestic Restricted Subsidiary of the Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then already a Subsidiary Guarantor guarantees or Incurs any Triggering other Indebtedness or (b) the Issuer otherwise elects to have any Restricted Subsidiary of either of the Issuer Issuers or any of the Guarantors under any Credit Facility, then such Subsidiary must become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver Guarantor by executing a supplemental indenture satisfactory to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case delivering an Opinion of clause (a), such supplemental indenture shall be executed and delivered Counsel to the Trustee within 20 Business Days 30 days of the date that on which it became a Restricted Subsidiary or such other guarantee was executed or such Indebtedness has been guaranteed or Incurred incurred, as applicable. Notwithstanding the foregoing, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 shall provide by such Wholly Owned Restricted Subsidiary. Each Guarantee its terms that it shall be automatically and unconditionally released upon the terms 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, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with Section 10.2(b)this Indenture.
Appears in 1 contract
Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Issuer Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCOSubsidiary) that is not then an Issuer or a Guarantor (i) guarantees or Incurs any Triggering Indebtedness under the Senior Credit Agreement or (ii) guarantees any capital markets Indebtedness of the Company or any of its Restricted Subsidiaries with an aggregate principal amount in excess of $200.0 million (“Certain Capital Markets Debt”) or (b) the Issuer Company otherwise elects to have any Restricted Subsidiary of the Issuer Company become a Guarantor, then, in each such case, the Issuer Company shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred Incurred, as applicable, by such Wholly Owned Restricted Subsidiary. Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).
Appears in 1 contract
Samples: Indenture (PPD, Inc.)
Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Restricted Subsidiary of the Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then already a Subsidiary Guarantor guarantees or Incurs any Triggering other Indebtedness or (b) the Issuer otherwise elects to have any Restricted Subsidiary of either of the Issuer Issuers or any of the Guarantors under any Credit Facility, then such Subsidiary must become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver Guarantor by executing a supplemental indenture satisfactory to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case delivering an Opinion of clause (a), such supplemental indenture shall be executed and delivered Counsel to the Trustee within 20 Business Days 30 days of the date that on which it became a Restricted Subsidiary or such other guarantee was executed or such Indebtedness has been guaranteed or Incurred incurred, as applicable. Notwithstanding the foregoing, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 5.13 shall provide by such Wholly Owned Restricted Subsidiary. Each Guarantee its terms that it shall be automatically and unconditionally released upon the terms 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, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with Section 10.2(b)the Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture (Atlas Energy Resources, LLC)
Future Guarantors. If, on or after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Issuer Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then a Guarantor guarantees or Incurs any Triggering Indebtedness under the Senior Credit Agreement or guarantees (i) any Existing Convertible Notes, or (ii) any capital markets Indebtedness of the Company or any of its Restricted Subsidiaries with an aggregate principal amount of $50.0 million (clauses (i) and (ii), collectively, “Certain Capital Markets Debt”) or (b) the Issuer Company otherwise elects to have any Restricted Subsidiary of the Issuer Company become a Guarantor, then, in each such case, the Issuer Company shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred Incurred, as applicable, by such Wholly Owned Restricted Subsidiary. Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).
Appears in 1 contract
Samples: Indenture (Ii-Vi Inc)
Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Issuer CommScope (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then the Issuer or a Guarantor guarantees or Incurs any Triggering Indebtedness under either Senior Credit Agreement or guarantees any capital markets Indebtedness of CommScope or any of its Restricted Subsidiaries (including Indebtedness under any indenture governing the Existing Unsecured Notes) with an aggregate principal amount in excess of $150.0 million (“Certain Capital Markets Debt”) or (b) CommScope or the Issuer otherwise elects to have any Restricted Subsidiary of the Issuer CommScope become a Guarantor, then, in each such case, the Issuer CommScope shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the applicable Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred Incurred, as applicable, by such Wholly Owned Restricted Subsidiary. Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).
Appears in 1 contract
Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Issuer Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Excluded Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then an Issuer or a Guarantor guarantees or Incurs Subsidiary Guarantor, Guarantees any Triggering Indebtedness or (b) the Issuer otherwise elects to have any Restricted Subsidiary of the Issuer become a Issuers or any other Subsidiary Guarantor under any Credit Facility or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, in each such case, the Issuer Issuers shall cause such Restricted Subsidiary Subsidiary, within 20 Business Days of the date that such Indebtedness has been guaranteed, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit E hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided thatthat this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not Incurred in connection with, or in the case of clause (a)contemplation of, such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness has been guaranteed or Incurred by such Wholly Owned Person becoming a Restricted Subsidiary. Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).
Appears in 1 contract
Samples: Indenture (MGM Growth Properties Operating Partnership LP)