Future Subsidiary Guarantors and Future Security Clause Samples

Future Subsidiary Guarantors and Future Security. (a) After the Issue Date: (1) if the Issuer forms or otherwise acquires, directly or indirectly, any Restricted Subsidiary, the Issuer shall cause such Restricted Subsidiary to Guarantee the Notes under a Note Guarantee on the terms and conditions in this Indenture; provided, however, in the event the Issuer or a Restricted Subsidiary forms or otherwise acquires, directly or indirectly, a Restricted Subsidiary organized under the laws of a jurisdiction other than the United States and the jurisdiction prohibits by law, regulation or order the Restricted Subsidiary from providing a Note Guarantee, the Issuer shall use all commercially reasonable efforts, including pursuing required waivers, over a period of up to one year, to provide the Guarantee. If the Issuer or the Restricted Subsidiary is unable during the period to obtain an enforceable Note Guarantee in the jurisdiction, then the Restricted Subsidiary shall not be required to provide a Note Guarantee so long as the Restricted Subsidiary does not Guarantee any other Indebtedness of the Issuer or the other Restricted Subsidiaries; (2) the Issuer will cause any Subsidiary that is not a Subsidiary Guarantor and that Guarantees any other Indebtedness of the Issuer or the Restricted 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 Notes on the same terms and conditions as those set forth in this Indenture; and (3) with respect to any guarantee of Subordinated Obligation by such Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary’s Guarantee with respect to the Notes at least to the same extent as such Subordinated Obligation is subordinated to the Notes. (b) Upon execution of such supplemental indenture, such Subsidiary will become a Subsidiary Guarantor. Each Guarantee executed and delivered pursuant to clause (a) of Section 4.22 hereof will be referred to as an “Additional Guarantee” and will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary without rendering such Additional Guarantee, as it relates to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights or creditors generally, or otherwise to reflect limitations under applicable law. (c) Notwithstanding the foregoing, the Issuer shall not be obligat...