Common use of Future Subsidiary Guarantors; Release of Subsidiary Guarantors Clause in Contracts

Future Subsidiary Guarantors; Release of Subsidiary Guarantors. (a) If the Issuer or any of its Restricted Subsidiaries acquires, incorporates, forms or otherwise establishes a Domestic Restricted Subsidiary after the Issue Date, such Domestic Restricted Subsidiary shall within 30 days after the date of such acquisition, incorporation, formation or establishment: (1) execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured first-priority basis (subject to Permitted Liens) all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in Article 11; (2) execute and deliver to the Trustee Security Documents or joinders to Security Documents in form administratively satisfactory to the Trustee to evidence the first-priority Lien on and security interest in (subject to Permitted Liens) substantially all of the assets of such Domestic Restricted Subsidiary and take such other actions as shall be necessary or advisable to perfect such Lien and security interest; and such Domestic Restricted Subsidiary shall also comply with Section 10.09(c); (3) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Security Documents have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture. (b) Notwithstanding anything to the contrary in this Article 4, each Subsidiary Guarantor, and by its acceptance of a Note, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Subsidiary Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Guarantee are limited to the maximum amount that would not render the Subsidiary Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. (c) Any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, and that all security interests in and Liens on the assets of such Subsidiary Guarantor and on the Capital Stock of such Subsidiary Guarantor shall be released automatically and with no further action on the part of any Person upon: (i) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Issuer of all of the Issuer’s Capital Stock in, or all or substantially all of the assets of, such Subsidiary Guarantor; provided that such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture; (ii) the Issuer’s designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (iii) the Issuer’s obligations under this Indenture being discharged in accordance with Section 8.01 or the Issuer exercising its legal defeasance option or covenant defeasance option under Section 8.02.

Future Subsidiary Guarantors; Release of Subsidiary Guarantors. (a) If the Issuer or any of its Restricted Subsidiaries acquires, incorporates, forms or otherwise establishes a Domestic Restricted Subsidiary after the Issue Date, such Domestic Restricted Subsidiary shall within 30 days after the date of such acquisition, incorporation, formation or establishment: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form of attached as Exhibit D hereto pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured firstsecond-priority basis (subject to Permitted Liens) all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in Article 11; (2) execute and deliver to the Trustee Security Documents or joinders a joinder to the Intercreditor Agreement, the Collateral Trust Agreement and Security Documents in form administratively satisfactory to substantially the Trustee forms attached thereto to evidence the firstsecond-priority Lien on and security interest in (subject to Permitted Liens) substantially all of the assets of such Domestic Restricted Subsidiary and take such other actions as shall be necessary or advisable to perfect such Lien and security interest; and such Domestic Restricted Subsidiary shall also comply with Section 10.09(c); (3) deliver to the Trustee an Opinion of Counsel that such supplemental indenture indenture, Security Documents, Intercreditor Agreement and Security Documents Collateral Trust Agreement have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture. (b) Notwithstanding anything to the contrary in this Article 4, each Subsidiary Guarantor, and by its acceptance of a Note, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Subsidiary Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Guarantee are limited to the maximum amount that would not render the Subsidiary Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. (c) Any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, and that all security interests in and Liens on the assets of such Subsidiary Guarantor and on the Capital Stock of such Subsidiary Guarantor shall be released automatically and with no further action on the part of any Person upon: (i) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Issuer of all of the Issuer’s Capital Stock in, or all or substantially all of the assets of, such Subsidiary Guarantor; provided that such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture; (ii) the Issuer’s designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (iii) the Issuer’s obligations under this Indenture being discharged in accordance with Section 8.01 or the Issuer exercising its legal defeasance option or covenant defeasance option under Section 8.02.

Future Subsidiary Guarantors; Release of Subsidiary Guarantors. (a) If the Issuer or any of its Restricted Subsidiaries acquires, incorporates, forms or otherwise establishes a Domestic Restricted Subsidiary after the Issue Date, such Domestic Restricted Subsidiary shall within 30 days after the date of such acquisition, incorporation, formation or establishment: (1) execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured first-priority unsecured basis (subject to Permitted Liens) all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in Article 11;; and (2) execute and deliver to the Trustee Security Documents or joinders to Security Documents in form administratively satisfactory to the Trustee to evidence the first-priority Lien on and security interest in (subject to Permitted Liens) substantially all of the assets of such Domestic Restricted Subsidiary and take such other actions as shall be necessary or advisable to perfect such Lien and security interest; and such Domestic Restricted Subsidiary shall also comply with Section 10.09(c); (3) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Security Documents have has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable obligations obligation of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture. (b) Notwithstanding anything to the contrary in this Article 4, each Subsidiary Guarantor, and by its acceptance of a Note, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Subsidiary Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Guarantee are limited to the maximum amount that would not render the Subsidiary Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. (c) Any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, and that all security interests in and Liens on the assets of such Subsidiary Guarantor and on the Capital Stock of such Subsidiary Guarantor shall be released automatically and with no further action on the part of any Person Holder upon: (i) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Issuer of all of the Issuer’s Capital Stock in, or all or substantially all of the assets of, such Subsidiary Guarantor; provided that such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture; (ii) the Issuer’s designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (iii) the Issuer’s obligations under this Indenture being discharged in accordance with Section 8.01 or the Issuer exercising its legal defeasance option or covenant defeasance option under Section 8.02.

Future Subsidiary Guarantors; Release of Subsidiary Guarantors. (a) If the Issuer or any of its Restricted Subsidiaries acquires, incorporates, forms or otherwise establishes a Domestic Restricted Subsidiary after the Issue Date, such Domestic Restricted Subsidiary shall within 30 days after the date of such acquisition, incorporation, formation or establishment: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D B pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured firstsecond-priority basis (subject to Permitted Liens) all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in Article 11; (2) execute and deliver to the Trustee Security Documents or joinders a joinder to the Intercreditor Agreement, the Collateral Trust Agreement and Security Documents in form administratively satisfactory to substantially the Trustee forms attached thereto to evidence the firstsecond-priority Lien on and security interest in (subject to Permitted Liens) substantially all of the assets of such Domestic Restricted Subsidiary and take such other actions as shall be necessary or advisable to perfect such Lien and security interest; and such Domestic Restricted Subsidiary shall also comply with Section 10.09(c); (3) deliver to the Trustee and the Collateral Trustee an Opinion of Counsel that such supplemental indenture indenture, Security Documents, Intercreditor Agreement and Security Documents Collateral Trust Agreement have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture. (b) Notwithstanding anything to the contrary in this Article 4, each Subsidiary Guarantor, and by its acceptance of a Note, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Subsidiary Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Guarantee are limited to the maximum amount that would not render the Subsidiary Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. (c) Any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, and that all security interests in and Liens on the assets of such Subsidiary Guarantor and on the Capital Stock of such Subsidiary Guarantor shall be released automatically and with no further action on the part of any Person upon: (i) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Issuer of all of the Issuer’s Capital Stock in, or all or substantially all of the assets of, such Subsidiary Guarantor; provided that such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture; (ii) the Issuer’s designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (iii) the Issuer’s obligations under this Indenture being discharged in accordance with Section 8.01 or the Issuer exercising its legal defeasance option or covenant defeasance option under Section 8.02.