Common use of Future Note Guarantees Clause in Contracts

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. (a) The Issuer will provide If the Company or any Restricted Subsidiary acquires or creates another Wholly-Owned Domestic Subsidiary on or after the Issue Date, then that newly acquired or created Wholly-Owned Domestic Subsidiary shall become a Guarantor and execute a Supplemental Indenture and deliver an Opinion of Counsel 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 (Trustee except for any Excluded SubsidiaryWholly-Owned Domestic Subsidiary acquired pursuant to Section 4.10(b)(x) or (2) any Restricted Subsidiary hereof 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 permitted by the Collateral Agreement, any Security Document or otherwise documents governing its Indebtedness to perfect guarantee the Liens created by the Collateral Agreement (and the joinder thereto) in favor of the Collateral Agent in any Collateral held by such PersonNotes. (b) Any Note Guarantee entered into pursuant The Company shall not permit any Restricted Subsidiary, directly or indirectly, to the immediately preceding paragraph because a Guarantor has Guaranteed guarantee any other Indebtedness of the Issuer Company or any Restricted Subsidiary shall be automatically unless such Restricted Subsidiary (x) is a Guarantor or (y) within 10 days executes and unconditionally released delivers to the Trustee an Opinion of Counsel and discharged upon a Supplemental Indenture providing for the release or discharge guarantee of the Guarantee supporting payment of the Notes by such Restricted Subsidiary, which guarantee shall rank senior in right of payment to or equally in right of payment with such Restricted Subsidiary’s guarantee of such other Indebtedness unless such other Indebtedness is subordinated Indebtedness, in which case the Guarantee or the payment of such other Indebtedness, except for a discharge, release or payment as a result of a payment under such Notes must be senior to the Guarantee of such other Indebtedness. (c) Any such Opinion of Counsel required to be delivered under this Section 4.17 shall contain the opinions and statements described in Sections 13.04 and 13.05 hereof, an opinion that the addition of the Guarantor is authorized or permitted by the Indenture 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.

Future Note Guarantees. (a) The Issuer will provide to the Trustee, on cause any Subsidiary acquired or prior to the 30th day created after the date Issue Date that (1) any Person becomes be- comes a direct guarantor of the indebtedness under the Credit Facilities 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 First-Lien 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; execute and (C) a joinder agreement, executed by such Person deliver to the Collateral AgreementTrustee a Noteholder Collateral Platform Guarantee. (b) The obligations of each Guarantor formed under the laws of the United States or any state thereof or the District of Columbia will be limited to the maximum amount that will result in the obliga- tions of such Guarantor under its Noteholder Collateral Platform Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. (c) Each Subsidiary that becomes a Guarantor on or after the Issue Date will, providing for such Person pursuant to become the Noteholder Collateral Platform, grant 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) security interest in favor of the Collateral Agent Trustee and will, as promptly as practicable, execute and/or deliver such Security Documents, financing statements, certifi- xxxxx, and opinions of counsel (to the extent, and substantially in any the form, delivered on the Issue Date (but of no greater scope)) as may be necessary to provide to the Collateral held by Trustee a perfected First- Priority Lien in all of its Property that constitutes Collateral to secure its obligations under its Noteholder Collateral Platform Guarantee, and as may be necessary to have such PersonProperty added to the Collateral as required hereunder and under the Noteholder Collateral Platform, and thereupon all provisions of this In- denture relating to the Collateral shall be deemed to relate to such Property to the same extent and with the same force and effect. (bd) Any Note Guarantee entered into pursuant A Guarantor’s obligations under its Noteholder Collateral Platform Guarantee, as it re- lates to the immediately preceding paragraph because a Guarantor has Guaranteed any other Indebtedness Notes and this Indenture, and the corresponding First-Priority Lien against Collateral of the Issuer or any Restricted Subsidiary such Guarantor, shall be automatically and unconditionally released and discharged upon the release or discharge of the Guarantee supporting at such other Indebtedness or the payment of time as such other Indebtedness, except for Guarantor ceases to be a discharge, release or payment as a result of a payment under such Guarantee of such other IndebtednessSubsidiary.

Future Note Guarantees. (a) The Issuer If the Company or any of its Restricted Subsidiaries acquires or creates another wholly-owned Domestic Subsidiary after the Issue Date, then that newly acquired or created wholly-owned Domestic Subsidiary will provide become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit C hereto and delivering it and an Opinion of Counsel to the Trustee, on or prior to the 30th day after Trustee within 10 Business Days of the date on which it was acquired or created, as the case may be; provided, however, that (1) the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries; and provided, further, that any Person becomes a direct or indirect Wholly Owned wholly-owned Domestic Subsidiary that is a Domestic constitutes an Immaterial Subsidiary (except for any Excluded Subsidiary) or (2) any Restricted Subsidiary that is need not already become a Guarantor that Guarantees until such time as it ceases to be an Immaterial Subsidiary. (b) Except with respect to Permitted Debt, the Issuers will not permit any of their Restricted Subsidiaries, directly or becomes an obligor indirectly, to Guarantee or pledge any assets to secure the payment 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, Issuers unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture, executed by such Person, substantially in the form of Exhibit C hereto 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 of the payment of the Notes by such other IndebtednessRestricted Subsidiary and/or the pledging of such assets on the same basis, except for a dischargeas the case may be, release which Guarantee will be senior to or payment as a result of a payment under pari passu with such Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness.

Future Note Guarantees. (a) The Issuer If the Company or any of its Restricted Subsidiaries acquires or creates another wholly-owned Domestic Subsidiary after the Issue Date, then that newly acquired or created wholly-owned Domestic Subsidiary will provide become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit C hereto and delivering it and an Opinion of Counsel to the Trustee, on or prior to the 30th day after Trustee within 10 Business Days of the date on which it was acquired or created, as the case may be; provided, however, that (1) the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries; and provided, further, that any Person becomes a direct or indirect Wholly Owned wholly-owned Domestic Subsidiary that is a Domestic constitutes an Immaterial Subsidiary (except for any Excluded Subsidiary) or (2) any Restricted Subsidiary that is need not already become a Guarantor that Guarantees until such time as it ceases to be an Immaterial Subsidiary. (b) Except with respect to Permitted Debt, the Issuers will not permit any of their Restricted Subsidiaries, directly or becomes an obligor indirectly, to Guarantee or pledge any assets to secure the payment 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, Issuers unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture, executed by such Person, substantially in the form of Exhibit C hereto 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 of the payment of the Notes by such other IndebtednessRestricted Subsidiary and/or the pledging of such assets on the same basis, except for a dischargeas the case may be, release which Guarantee will be senior to or payment as a result of a payment under pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness.

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) If any Restricted Subsidiary that is not already a Guarantor that Guarantees or becomes an obligor of the Company guarantees any other Indebtedness of another Person (other than under the Issuer Senior Credit Facility or any Permitted Guarantee), pledges any of the Guarantors with an aggregate principal amount its assets to secure any Indebtedness of $5 million another Person or moreotherwise provides direct credit support for any Indebtedness of another Person, in each case, (A) pursuant then such Restricted Subsidiary will become a Guarantor of the Notes and execute a Supplemental Indenture and deliver an Opinion of Counsel satisfactory to Section 12.8the Trustee within 10 Business Days of the date on which such Restricted Subsidiary so guarantees, pledges its assets or otherwise provides direct credit support. In addition, the Company may elect that any Subsidiary of the Company become a supplemental indenture to this Indenture, executed by Guarantor. Each such Person, providing for such Person’s Note Guarantee will be subordinated to the same extent as set forth prior payment in full of all Senior Debt of such Guarantor. The Note Guarantee of a Guarantor will be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale or other disposition complies with the provisions of Sections 3.09 and 4.10 of this Indenture; or (B2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a joinder agreement, executed by such Person to each Subsidiary of the Intercreditor AgreementsCompany; provided that such sale shall be subject to the provisions of Sections 3.09 and 4.10 of this Indenture. Notwithstanding the preceding paragraph, providing for any such person to become Guarantee by a party to each Subsidiary of the Intercreditor Agreements; and (C) a joinder agreement, executed Notes must provide 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 its terms that it will be automatically and unconditionally released and discharged upon the release any sale, exchange or discharge transfer, to any Person not an Affiliate of the Guarantee supporting Company, of all of the Company's stock in, or all or substantially all the assets of, such other Indebtedness Subsidiary, which sale, exchange or transfer is made in compliance with the payment applicable provisions of this Indenture. The form of such other Indebtedness, except for a discharge, release or payment Note Guarantee is attached as a result of a payment under such Guarantee of such other IndebtednessExhibit E hereto.