Future Note Guarantees. The Company shall not permit any Domestic Subsidiary to Guarantee any obligations under the Credit Agreement unless such Domestic Subsidiary (a) is a Subsidiary Guarantor or (b) becomes a Subsidiary Guarantor by executing a supplemental Indenture substantially in the form attached hereto as Exhibit D and delivering an Opinion of Counsel to the Trustee within 30 days of the date on which such Domestic Subsidiary became a guarantor under the Credit Agreement.
Future Note Guarantees. (a) The Issuer will provide to the Trustee, on or prior to the 30th day after the date that (1) any Person becomes a direct or indirect Wholly Owned Subsidiary that is a Domestic Subsidiary (except for any Excluded Subsidiary) or (2) any Restricted Subsidiary that is not already a Guarantor that Guarantees or becomes an obligor of any other Indebtedness of the Issuer or any of the Guarantors with an aggregate principal amount of $5 million or more, in each case, (A) pursuant to Section 12.8, a supplemental indenture to this Indenture, executed by such Person, providing for such Person’s Note Guarantee to the same extent as set forth in this Indenture; (B) a joinder agreement, executed by such Person to each of the Intercreditor Agreements, providing for such person to become a party to each of the Intercreditor Agreements; and (C) a joinder agreement, executed by such Person to the Collateral Agreement, providing for such Person to become a Grantor under each Security Document. The Issuer shall also cause such Person to take all actions required by the Collateral Agreement, any Security Document or otherwise to perfect the Liens created by the Collateral Agreement (and the joinder thereto) in favor of the Collateral Agent in any Collateral held by such Person.
(b) Any Note Guarantee entered into pursuant to the immediately preceding paragraph because a Guarantor has Guaranteed any other Indebtedness of the Issuer or any Restricted Subsidiary shall be automatically and unconditionally released and discharged upon the release or discharge of the Guarantee supporting such other Indebtedness or the payment of such other Indebtedness, except for a discharge, release or payment as a result of a payment under such Guarantee of such other Indebtedness.
Future Note Guarantees. If, after the Issue Date, any Domestic Subsidiary that is not already a Guarantor Guarantees any other Indebtedness of the Company or a Guarantor in excess of the De Minimis Guaranteed Amount, then in such case such Domestic Subsidiary will become a Guarantor with respect to the Notes by executing a supplemental indenture substantially in the form of Exhibit C hereto and delivering it to the Trustee within 180 days of the date on which it Guaranteed such Indebtedness of the Company or a Guarantor, as the case may be.
Future Note Guarantees. If, after the Issue Date, (a) any Material Domestic Subsidiary (including any newly formed or newly acquired Material Domestic Subsidiary) that is not a Guarantor guarantees any of the Issuer’s Indebtedness outstanding (or committed) under the Credit Agreement or any other Capital Markets Debt of the Issuer, in each case, in a principal or committed amount greater than $100,000,000 (any such Indebtedness of the Issuer, the “Material Subject Debt”) or (b) the Issuer otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Subsidiary to execute and deliver to the Trustee (in the case of clause (a), by the date that is 60 days after becoming a guarantor under the Credit Agreement or such Capital Markets Debt, or in the case of clause (b) above at the Issuer’s option) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture.
Future Note Guarantees. If, after the Issue Date, (a) any Subsidiary (including any newly formed or newly acquired Subsidiary) guarantees any Indebtedness outstanding under the 2024 Notes Indenture, the 2027 Notes Indenture, the 2029 Notes Indenture or the 2030 Notes Indenture or (b) the Issuer otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Subsidiary to:
(1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and
(2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Subsidiary and (b) constitutes a valid and legally binding obligation of such Subsidiary in accordance with its terms (subject to customary qualifications).
Future Note Guarantees. If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) incurs any Indebtedness or guarantees any Indebtedness of the Issuer or a Domestic Subsidiary in either case in reliance on the Leverage Ratio Exception or (b) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to:
(1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and
(2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications).
Future Note Guarantees. If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed or newly acquired Restricted Subsidiary or any Restricted Subsidiary that has been newly subject to a Redesignation) incurs any Indebtedness or guarantees any Indebtedness of the Issuer or a Domestic Subsidiary in either case in reliance on the Fixed Charge Coverage Ratio Exception or (b) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to:
(1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and
(2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (subject to customary qualifications).
Future Note Guarantees. If, after the Issue Date, (a) any Domestic Subsidiary that is a Wholly Owned Subsidiary (including any newly formed or newly acquired Domestic Subsidiary that is a Wholly Owned Subsidiary) that is not a Guarantor guarantees any of the Issuer’s Indebtedness for Borrowed Money outstanding (or committed) under the Credit Agreement or Capital Markets Debt of the Issuer, in each case, in a principal or committed amount greater than $100.0 million (any such Indebtedness for Borrowed Money of the Issuer, “Material Subject Debt”) or (b) the Issuer otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Subsidiary to execute and deliver to the Trustee (in the case of clause (a), by a date that is 60 days after becoming a guarantor under the Credit Agreement or such Capital Markets Debt, or in the case of clause (b) at the Issuer’s option) a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture in accordance with, and subject to the terms of, ARTICLE Ten.
Future Note Guarantees. (a) The Company shall not permit any Domestic Restricted Subsidiary to Guarantee any Indebtedness of the Company or any Guarantor unless such Domestic Restricted Subsidiary (a) is a Guarantor or (b) within 10 days delivers to the Trustee an Opinion of Counsel and executes and delivers to the Trustee a Supplemental Indenture providing for the Guarantee of the payment of the Notes by such Domestic Restricted Subsidiary, which Guarantee will rank senior in right of payment to or equally in right of payment with such Subsidiary’s Guarantee of such other Indebtedness.
(b) Any such Opinion of Counsel required to be delivered under this Section 4.17 shall contain the opinions and statements described in Sections 12.03 and 12.04 hereof and an opinion that the Supplemental Indenture is a legal, valid and binding obligation of such Guarantor and the Company enforceable in accordance with its terms, subject to customary exceptions.
Future Note Guarantees. The Company shall not permit any Domestic Subsidiary to Guarantee any obligations under the Credit Agreement unless such Domestic Subsidiary (a) is a Subsidiary Guarantor or (b) becomes a Subsidiary Guarantor by executing (1) a supplemental Indenture substantially in the form attached hereto as Exhibit D and delivering an Opinion of Counsel to the Trustee within 30 days of the date on which such Domestic Subsidiary became a guarantor under the Credit Agreement and (2) joinders to the Security Documents or new Security Documents and take all actions required thereunder or under the Indenture to perfect the Liens created thereunder in the Collateral of such new Subsidiary Guarantor.
