Common use of Future Note Guarantors Clause in Contracts

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. (a) The Parent Guarantor will Issuer shall cause each of its future Restricted Subsidiaries to execute and deliver to Subsidiary (other than the TrusteeCo-Issuer) that is a Domestic Subsidiary (unless such Subsidiary is already a Note Guarantor, immediately upon becoming or is a Restricted Special Purpose Securitization Subsidiary, an Insurance Subsidiary, a Guarantee Agreement pursuant to which such Restricted Qualified CFC Holding Company or a Domestic Subsidiary shall become that is a Note Guarantor under this Indenture unless as a result Wholly Owned Subsidiary of applicable law, rule one or regulation (including, without limitation, the U.S. Investment Company Act of 1940, as amended), (xmore Foreign Subsidiaries) 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.that: (a) Within two Business Days guarantees any Indebtedness of the Issuers or any of the Note Guarantors on the Issue DateDate or at any time thereafter, the Parent Guarantor shall cause each Acceding Note Guarantor 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 Guarantee Agreement supplemental indenture substantially in the form of Exhibit C pursuant to which such Acceding Note Guarantor shall Restricted Subsidiary will become a Note Guarantor under this Indenture.Guarantor. In addition, such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (b1) 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 such Note Guarantee with its assets.has been duly executed and authorized; and (c2) Notwithstanding 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 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 documentation10.06.

Future Note Guarantors. (a) The Parent Guarantor will Issuer shall cause each of its future Restricted Subsidiaries to execute and deliver to the TrusteeSubsidiary that is a Domestic Subsidiary (unless such Subsidiary is already a Note Guarantor, immediately upon becoming or is a Restricted Special Purpose Securitization Subsidiary, an Insurance Subsidiary, a Guarantee Agreement pursuant Qualified CFC Holding Company or a Domestic Subsidiary that is Wholly Owned by one or more Foreign Subsidiaries and created to which such Restricted Subsidiary shall become a Note Guarantor under this Indenture unless as a result enhance the tax efficiency of applicable law, rule or regulation (including, without limitation, the U.S. Investment Company Act of 1940, as amended), (xIssuer and its Subsidiaries) 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.that: (a) Within two Business Days guarantees any Indebtedness of the Issuer or any of the Note Guarantors on the Issue DateDate or at any time thereafter, the Parent Guarantor shall cause each Acceding Note Guarantor 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 Guarantee Agreement supplemental indenture substantially in the form of Exhibit C pursuant to which such Acceding Note Guarantor shall Restricted Subsidiary will become a Note Guarantor under this Indenture.Guarantor. In addition, if requested by the Trustee, such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (b1) The Issuer shall cause any such Note Guarantor 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 Restricted Subsidiary that becomes a Note Guarantor on or after the Issue Date will also become a party to the Collateral Documents and the Intercreditor Agreements and will as promptly as practicable execute and deliver a supplement or joinder such security instruments, financing statements, Mortgages, title insurance policies and certificates and opinions of counsel (to the Security Documents or enter into new Security Documentsextent, and an amendmentsubstantially in the form, supplement delivered on the Issue Date or joinder on the date first delivered in the case of Mortgages (but no greater scope) as may be necessary to vest in the Collateral Agent a security interest senior in priority to the Amended Security Trust DeedSecond Priority Lien Obligations and junior in priority to the First Priority Lien Obligations (subject to Permitted Liens) in the manner and to the extent set forth in the Collateral Documents and this Indenture in properties and assets of the type constituting Collateral as security for the Notes or the Note Guarantees, and take thereupon all actions required thereunder provisions of this Indenture relating to secure its the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Note Guarantee shall be released in accordance 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 10.06. Upon the maximum amount that can be guaranteed by the applicable release of any Note Guarantor without rendering the from its 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 liens granted by provisions of applicable law. If such Note Guarantor under the Collateral Documents will also provides a Guarantee of be automatically released and the Credit Facility, any limitation referred Trustee and the Collateral Agent will execute such documents confirming such release as the Issuer or such Note Guarantor may request (such documents to be in this clause (c) shall be substantially identical form and substance reasonably satisfactory to the limitation (if any) included in the Credit Facility documentationTrustee and Collateral Agent).

Future Note Guarantors. (a) The Parent Guarantor will Issuer shall cause each of its future Restricted Subsidiaries to execute and deliver to the TrusteeSubsidiary that is a Domestic Subsidiary (unless such Subsidiary is already a Note Guarantor, immediately upon becoming or is a Restricted Special Purpose Securitization Subsidiary, an Insurance Subsidiary, a Guarantee Agreement pursuant Qualified CFC Holding Company or a Domestic Subsidiary that is Wholly Owned by one or more Foreign Subsidiaries and created to which such Restricted Subsidiary shall become a Note Guarantor under this Indenture unless as a result enhance the tax efficiency of applicable law, rule or regulation (including, without limitation, the U.S. Investment Company Act of 1940, as amended), (xIssuer and its Subsidiaries) 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.that: (a) Within two Business Days guarantees any Indebtedness of the Issuer or any of the Note Guarantors on the Issue DateDate or at any time thereafter, the Parent Guarantor shall cause each Acceding Note Guarantor 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 Guarantee Agreement supplemental indenture substantially in the form of Exhibit C pursuant to which such Acceding Note Guarantor shall Restricted Subsidiary will become a Note Guarantor under this Indenture.Guarantor. In addition, if requested by the Trustee, such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (b1) The Issuer shall cause any such Note Guarantor 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 Restricted Subsidiary that becomes a Note Guarantor on or after the Issue Date will also become a party to the Collateral Documents and the Intercreditor Agreements and will as promptly as practicable execute and deliver a supplement or joinder such security instruments, financing statements, Mortgages, title insurance policies and certificates and opinions of counsel (to the Security Documents or enter into new Security Documentsextent, and an amendmentsubstantially in the form, supplement delivered on the Issue Date or joinder on the date first delivered in the case of Mortgages (but no greater scope) as may be necessary to vest in the Collateral Agent a security interest senior in priority to the Amended Security Trust DeedSecond Priority Lien Obligations and junior in priority to the First Lien Priority Indebtedness (subject to Permitted Liens) in the manner and to the extent set forth in the Collateral Documents and this Indenture in properties and assets of the type constituting Collateral as security for the Notes or the Note Guarantees, and take thereupon all actions required thereunder provisions of this Indenture relating to secure its the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Note Guarantee shall be released in accordance 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 10.06. Upon the maximum amount that can be guaranteed by the applicable release of any Note Guarantor without rendering the from its 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 Liens granted by provisions of applicable law. If such Note Guarantor under the Collateral Documents will also provides a Guarantee of be automatically released and the Credit Facility, any limitation referred Trustee and the Collateral Agent will execute such documents confirming such release as the Issuer or such Note Guarantor may request (such documents to be in this clause (c) shall be substantially identical form and substance reasonably satisfactory to the limitation (if any) included in the Credit Facility documentationTrustee and Collateral Agent).

Future Note Guarantors. (a) The Parent Guarantor will Issuer shall cause each of its future Restricted Subsidiaries to execute and deliver to the TrusteeSubsidiary that is a Domestic Subsidiary (unless such Subsidiary is already a Note Guarantor, immediately upon becoming or is a Restricted Special Purpose Securitization Subsidiary, an Insurance Subsidiary, a Guarantee Agreement pursuant Qualified CFC Holding Company or a Domestic Subsidiary that is Wholly Owned by one or more Foreign Subsidiaries and created to which such Restricted Subsidiary shall become a Note Guarantor under this Indenture unless as a result enhance the tax efficiency of applicable law, rule or regulation (including, without limitation, the U.S. Investment Company Act of 1940, as amended), (xIssuer and its Subsidiaries) 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.that: (a) Within two Business Days guarantees any Indebtedness of the Issuer or any of the Note Guarantors on the Issue DateDate or at any time thereafter, the Parent Guarantor shall cause each Acceding Note Guarantor 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 Guarantee Agreement supplemental indenture substantially in the form of Exhibit C pursuant to which such Acceding Note Guarantor shall Restricted Subsidiary will become a Note Guarantor under this Indenture.Guarantor. In addition, if requested by the Trustee, such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (b1) The Issuer shall cause any such Note Guarantor 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 Restricted Subsidiary that becomes a Note Guarantor on or after the Issue Date will also become a party to the Collateral Documents and the Intercreditor Agreements and will as promptly as practicable execute and deliver a supplement or joinder such security instruments, financing statements, Mortgages, title insurance policies and certificates and opinions of counsel (to the Security Documents or enter into new Security Documentsextent, and an amendmentsubstantially in the form, supplement delivered on the Issue Date or joinder on the date first delivered in the case of Mortgages (but no greater scope) as may be necessary to vest in the Collateral Agent a security interest senior in priority to the Amended Security Trust DeedFirst Lien Junior Priority Indebtedness and the Second Priority Lien Obligations (subject to Permitted Liens) in the manner and to the extent set forth in the Collateral Documents and this Indenture in properties and assets of the type constituting Collateral as security for the Notes or the Note Guarantees, and take thereupon all actions required thereunder provisions of this Indenture relating to secure its the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Note Guarantee shall be released in accordance 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 10.06. Upon the maximum amount that can be guaranteed by the applicable release of any Note Guarantor without rendering the from its 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 Liens granted by provisions of applicable law. If such Note Guarantor under the Collateral Documents will also provides a Guarantee of be automatically released and the Credit Facility, any limitation referred Trustee and the Collateral Agent will execute such documents confirming such release as the Issuer or such Note Guarantor may request (such documents to be in this clause (c) shall be substantially identical form and substance reasonably satisfactory to the limitation (if any) included in the Credit Facility documentationTrustee and Collateral Agent).

Future Note Guarantors. (a) The Parent Guarantor will Issuer shall cause each of its future Restricted Subsidiaries to execute and deliver Subsidiary (other than the Co-Issuer and, prior to the Trusteeoccurrence of the applicable Springing Events, immediately upon becoming the Cartus Guarantors) that is a Restricted Domestic Subsidiary (unless such Subsidiary is already a Note Guarantor, or is a Special Purpose Securitization Subsidiary, an Insurance Subsidiary, a Guarantee Agreement pursuant Qualified CFC Holding Company or a Domestic Subsidiary that is a Wholly Owned Subsidiary of one or more Foreign Subsidiaries and created to which such Restricted Subsidiary shall become a Note Guarantor under this Indenture unless as a result enhance the tax efficiency of applicable law, rule or regulation (including, without limitation, the U.S. Investment Company Act of 1940, as amended), (xIssuer and its Subsidiaries) 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.that: (a) Within two Business Days guarantees any Indebtedness of the Issuers or any of the Note Guarantors on the Issue DateDate or at any time thereafter, the Parent Guarantor shall cause each Acceding Note Guarantor 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 Guarantee Agreement supplemental indenture substantially in the form of Exhibit C pursuant to which such Acceding Restricted Subsidiary will become a Note Guarantor shall Guarantor. Upon the occurrence of (x) the Cartus Springing Event, the Issuer will cause the Cartus Guarantors to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C pursuant to which each Cartus Subsidiary will become a Note Guarantor under this Indenture. and (by) The the Cartus Subsidiary Springing Event, the Issuer shall will cause any Note Guarantor that becomes a Note Guarantor after the Issue Date Cartus Subsidiaries to execute and deliver a supplement or joinder to the Security Documents or enter into new Security DocumentsTrustee a supplemental indenture substantially in the form of Exhibit C pursuant to which each Cartus Subsidiary will become a Note Guarantor. For the avoidance of doubt, 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 of the foregoing provisions Cartus Guarantors or the Cartus Subsidiaries will be subject to Section 10.07 of Section 4.09(a)this Indenture, each as applicable Each Note Guarantee given pursuant will be limited 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 that Restricted Subsidiary without rendering the Note Guarantee, as it relates to such Note GuarantorRestricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or transfer, unfair preference, financial assistance, absence or inadequacy of corporate benefit fraudulent transfer or similar laws affecting the rights of creditors generally generally. 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 (ii2) 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 restricted by 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 Restricted Subsidiary that becomes a Note Guarantor on or after the Issue Date, including any Cartus Guarantor after the Cartus Springing Event and the Cartus Subsidiary Springing Event, will also become a party to the Collateral Documents and the Intercreditor Agreement and will as promptly as practicable execute and deliver such security instruments, financing statements, Mortgages, title insurance policies and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date or on the date first delivered in the case of Mortgages (but no greater scope)) as may be necessary to vest and perfect in favor of the Collateral Agent a second-priority security interest (subject to Permitted Liens) in the properties and assets of such Restricted Subsidiary of the type constituting Collateral, in the manner and to the extent set forth in the Collateral Documents, the Intercreditor Agreement and this Indenture as security for the Notes or the Note Guarantees, and thereupon all provisions of applicable lawthis Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. If Each Note Guarantee shall be released in accordance with the provisions of Section 10.06. Upon the release of any Note Guarantor from its Note Guarantee, the Liens granted by such Note Guarantor under the Collateral Documents will also provides a Guarantee be automatically released and, subject to receipt of the Credit FacilityOfficer’s Certificate and Opinion of Counsel complying with the provisions of Section 15.02 and 15.03, any limitation referred the Trustee and the Collateral Agent will execute such documents confirming such release as the Issuer or such Note Guarantor may request (such documents to be in this clause (c) shall be substantially identical form and substance reasonably satisfactory to the limitation (if any) included in the Credit Facility documentationTrustee and Collateral Agent).

Future Note Guarantors. (a) The Parent Guarantor will cause each of its future Restricted Subsidiaries to execute and deliver to the TrusteeCompany ---------------------- shall, 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 within thirty (including, without limitation, the U.S. Investment Company Act of 1940, as amended), (x30) 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 days of the Issue Date, the Parent Guarantor shall cause each Acceding Note Guarantor of its current Wholly-Owned Subsidiaries to execute and deliver to the Trustee a Guarantee Agreement supplemental indenture pursuant to which each such Acceding Note Guarantor entity shall become a Note Guarantor under guarantee payment of the Notes on substantially the same terms as set forth in Article Ten of 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 . Each 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 to an amount not to exceed the maximum amount that can be guaranteed by the applicable Note Guarantor that Wholly-Owned Subsidiary without rendering the Note Guarantee, as it relates to such Note GuarantorWholly-Owned Subsidiary, voidable under applicable law relating to fraudulent conveyance or transfer, unfair preference, financial assistance, absence or inadequacy of corporate benefit fraudulent transfer or similar laws affecting the rights of creditors generally generally. (b) The Company shall, simultaneously to the formation or acquisition of any Wholly-Owned Subsidiary in the future, cause such Wholly-Owned Subsidiary to execute and (ii) limited or restricted by provisions deliver to the Trustee a supplemental indenture pursuant to which such Wholly-Owned Subsidiary shall guarantee payment of applicable law. If such the Notes on substantially the same terms as set forth in Article Ten of this Indenture with respect to the Note Guarantor also provides a Guarantee of each of the Credit Facility, any limitation referred to in this clause (c) Company's Wholly-Owned Subsidiaries who are executing and delivering Note Guarantees on the Issue Date. Each Note Guarantee shall be substantially identical limited to an amount not to exceed the limitation (if any) included in maximum amount that can be guaranteed by that Subsidiary without rendering the Credit Facility documentationNote 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. (a) The Parent Guarantor will Holdings shall cause each of its future Restricted Subsidiaries to execute and deliver to (other than the TrusteeCo-Issuer) that is a Domestic Subsidiary (unless such Subsidiary is already a Note Guarantor, immediately upon becoming or is a Restricted Special Purpose Securitization Subsidiary, an Insurance Subsidiary, a Guarantee Agreement pursuant to which such Restricted Qualified CFC Holding Company or a Domestic Subsidiary shall become that is a Note Guarantor under this Indenture unless as a result Wholly Owned Subsidiary of applicable law, rule one or regulation (including, without limitation, the U.S. Investment Company Act of 1940, as amended), (xmore Foreign Subsidiaries) 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. that (a) Within two Business Days guarantees any Indebtedness of the Issuers or any of the Note Guarantors on the Issue DateDate or at any time thereafter, the Parent Guarantor shall cause each Acceding Note Guarantor or (b) Incurs or guarantees any Indebtedness, or issues any shares of Disqualified Stock, that is permitted to be Incurred or issued pursuant to Section 4.09(b)(1) to execute and deliver to the Trustee a Guarantee Agreement supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Acceding Note Guarantor shall Restricted Subsidiary will 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 Guarantor. Each Note Guarantee with its assets. (c) Notwithstanding the foregoing provisions of Section 4.09(a), each Note Guarantee given pursuant will be limited 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 that Restricted Subsidiary without rendering the Note Guarantee, as it relates to such Note GuarantorRestricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or transfer, unfair preference, financial assistance, absence or inadequacy of corporate benefit fraudulent transfer or similar laws affecting the rights of creditors generally generally. 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 (ii2) 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 restricted by 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 Restricted Subsidiary that becomes a Note Guarantor on or after the Issue Date, will also become a party to the Collateral Documents and the Intercreditor Agreement and will as promptly as practicable execute and deliver such security instruments, financing statements, Mortgages, title insurance policies and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date or on the date first delivered in the case of Mortgages (but no greater scope)) as may be necessary to vest and perfect in favor of the Collateral Agent a second-priority security interest (subject to Permitted Liens) in the properties and assets of such Restricted Subsidiary of the type constituting Collateral, in the manner and to the extent set forth in the Collateral Documents, the Intercreditor Agreement and this Indenture as security for the Notes or the Note Guarantees, and thereupon all provisions of applicable lawthis Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. If Each Note Guarantee shall be released in accordance with the provisions of Section 10.06. Upon the release of any Note Guarantor from its Note Guarantee, the Liens granted by such Note Guarantor under the Collateral Documents will also provides a Guarantee be automatically released and, subject to receipt of the Credit FacilityOfficer’s Certificate and Opinion of Counsel complying with the provisions of Sections 15.02 and 15.03, any limitation referred the Trustee and the Collateral Agent will execute such documents confirming such release as the Issuer or such Note Guarantor may request (such documents to be in this clause (c) shall be substantially identical form and substance reasonably satisfactory to the limitation (if any) included in the Credit Facility documentationTrustee and Collateral Agent).