Common use of Future Note Guarantors Clause in Contracts

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 Issuer shall cause each will (a) at any time when the Issuer or any of its Restricted Subsidiaries acquires or creates any Subsidiary that is not an Excluded Subsidiary that (i) together with all other Subsidiaries (other than the Co-IssuerUnrestricted Subsidiaries) 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 that are not Note Guarantors, Guarantees any Indebtedness of the Issuers Issuer or any Restricted Subsidiary or Incurs Indebtedness, in the aggregate, in excess of $150.0 million outstanding at any one time (unless such Indebtedness is (x) incurred by a Restricted Subsidiary and secured by Liens on assets that do not constitute Collateral in a transaction that is permitted by this Indenture or (y) fully repaid within ten Business Days of its Incurrence); provided that this clause (i) shall not be applicable to any Indebtedness (including Guarantees) of any Restricted Subsidiary that existed at the Note Guarantors on the Issue Date time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (ii) Guarantees any Pari Passu Indebtedness; or (b) at any time thereafterwhen the Issuer otherwise elects to have any Restricted Subsidiary become a 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)then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee within 30 Business Days of such event a supplemental indenture substantially in the form of Exhibit C pursuant to which such Restricted Subsidiary will become set forth in this Indenture providing for 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 10.06Guarantee.

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, if requested by the Trustee, 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 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 by 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, if requested by the Trustee, 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.