Future Note Guarantors. (a) The Parent Guarantor will cause each of its future Restricted Subsidiaries to execute and deliver to the Trustee, immediately upon becoming a Restricted Subsidiary, a Guarantee Agreement pursuant to which such Restricted Subsidiary shall become a Note Guarantor under this Indenture unless as a result of applicable law, rule or regulation (including, without limitation, the U.S. Investment Company Act of 1940, as amended), (x) such Subsidiary cannot provide a Note Guarantee or (y) providing such a Note Guarantee would reasonably be expected to give rise to or result in any personal liability for officers or directors of such Subsidiary or its shareholders after giving effect to any limitations on such Note Guarantees under Section 10.07.
(a) Within two Business Days of the Issue Date, the Parent Guarantor shall cause each Acceding Note Guarantor to execute and deliver to the Trustee a Guarantee Agreement pursuant to which such Acceding Note Guarantor shall become a Note Guarantor under this Indenture.
(b) The Issuer shall cause any Note Guarantor that becomes a Note Guarantor after the Issue Date to execute and deliver a supplement or joinder to the Security Documents or enter into new Security Documents, and an amendment, supplement or joinder to the Amended Security Trust Deed, and take all actions required thereunder to secure its Note Guarantee with its assets.
(c) Notwithstanding the foregoing provisions of Section 4.09(a), each Note Guarantee given pursuant to Section 4.09 and each Guarantee Agreement executed and delivered in connection therewith shall be (i) limited in an amount not to exceed the maximum amount that can be guaranteed by the applicable Note Guarantor without rendering the Note Guarantee, as it relates to such Note Guarantor, voidable under applicable law relating to fraudulent conveyance or transfer, unfair preference, financial assistance, absence or inadequacy of corporate benefit or similar laws affecting the rights of creditors generally and (ii) limited or restricted by provisions of applicable law. If such Note Guarantor also provides a Guarantee of the Credit Facility, any limitation referred to in this clause (c) shall be substantially identical to the limitation (if any) included in the Credit Facility documentation.
Future Note Guarantors. The Company will cause each Significant Domestic Subsidiary that guarantees payment by the Company of any Bank Indebtedness of the Company or any of the Existing Notes to execute and deliver to the Trustee a Supplemental Indenture or other instrument pursuant to which such Subsidiary will guarantee payment of the Notes, whereupon such Subsidiary will become a Note Guarantor for all purposes under this Indenture. In addition, the Company may cause any Subsidiary that is not a Subsidiary Guarantor so to guarantee payment of the Notes and become a Subsidiary Guarantor.
Future Note Guarantors. The Company will cause each Restricted Subsidiary that Guarantees any Bank Indebtedness promptly to execute and deliver to the Trustee a supplemental indenture substantially in the form set forth in Exhibit B to this Supplemental Indenture pursuant to which such Restricted Subsidiary will guarantee the Company's obligations under the Indenture and the Notes, in accordance with and as further provided in Article VI of this Supplemental Indenture.
Future Note Guarantors. The Issuer shall cause each Restricted Subsidiary (other than the Co-Issuer) that is a Domestic Subsidiary (unless such Subsidiary is already a Note Guarantor, or is a Special Purpose Securitization Subsidiary, an Insurance Subsidiary, a Qualified CFC Holding Company or a Domestic Subsidiary that is a Wholly Owned Subsidiary of one or more Foreign Subsidiaries and created to enhance the tax efficiency of the Issuer and its Subsidiaries) that:
(a) guarantees any Indebtedness of the Issuers or any of the Note Guarantors on the Issue Date or at any time thereafter, or
(b) Incurs any Indebtedness or issues any shares of Disqualified Stock permitted to be Incurred or issued pursuant to clause (1) of Section 4.09(b), to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C pursuant to which such Restricted Subsidiary will become a Note Guarantor. In addition, such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:
(1) such Note Guarantee has been duly executed and authorized; and
(2) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. Each Note Guarantee shall be released in accordance with the provisions of Section 10.06.
Future Note Guarantors. The Parent will cause (i) at any time that the Credit Agreement is in effect, each Subsidiary of the Parent (other than the Company, KCS Holdings I, Inc., KCS Ventures I, Inc., The Kansas City Northern Railway Company and Veals, Inc.) that enters into a Guarantee of any Indebtedness that mxx xx Incurred under the Credit Agreement and (ii) at any time that the Credit Agreement is not in effect, each domestic Restricted Subsidiary of the Parent (other than the Company, KCS Holdings I, Inc., KCS Ventures I, Inc., The Kansas City Northern Railway Company and Veals, Inc.) that enters into a Guarantee of any other obligations xx xhe Parent or any of its domestic Subsidiaries, to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B pursuant to which such Subsidiary will Guarantee payment of the Securities. Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Note Guarantor without rendering the Note Guarantee, as it relates to such Note Gurantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, or similar laws affecting the rights of creditors generally.
Future Note Guarantors. After the Issue Date, the Company shall cause each Restricted Subsidiary that is a Domestic Subsidiary (unless such Subsidiary is a (a) Receivables Subsidiary or (b) Subsidiary of a Foreign Subsidiary) that guarantees any Indebtedness of the Company or any of the Note Guarantors to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D pursuant to which such Subsidiary shall guarantee the Company’s Obligations under the Notes and this Indenture.
Future Note Guarantors. The Company shall cause each Significant Subsidiary which Guarantees the Bank Indebtedness to execute and deliver to the Trustee a supplemental indenture in substantially the form of Exhibit C hereto pursuant to which such Subsidiary will Guarantee payment of the Securities.
Future Note Guarantors. MPM shall cause each Restricted Subsidiary that is a Domestic Subsidiary (unless such Subsidiary is a (a) Receivables Subsidiary or (b) Subsidiary of a Foreign Subsidiary) that guarantees any Indebtedness of MPM or any of the Note Guarantors to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which such Subsidiary shall guarantee the Issuer’s Obligations under the Notes and this Indenture.
Future Note Guarantors. So long as any Notes remain outstanding, if any Subsidiary of the Company enters into or has an outstanding Guarantee of any Indebtedness evidenced by any outstanding Designated Notes, then the Company shall cause such Subsidiary to become a Note Guarantor, and, if applicable, execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will Guarantee payment of the Notes. Each Note Guarantee shall be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary without rendering the Note Guarantee, as it relates to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
Future Note Guarantors. The Company shall cause each Domestic Subsidiary and any other Restricted Subsidiary that guarantees any Senior Indebtedness (other than a Foreign Subsidiary that guarantees Senior Indebtedness Incurred by another Foreign Subsidiary) to become a Note Guarantor, and, if applicable, execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C pursuant to which such Domestic or other Restricted Subsidiary will Guarantee payment of the Securities.
