Common use of Guarantee by Subsidiary Clause in Contracts

Guarantee by Subsidiary. The Company shall cause (i) each Restricted Subsidiary that is formed or acquired after the date hereof and (ii) each Subsidiary that becomes a Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (i) become a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee in the form of Exhibit C attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Obligations as set forth in Section 10.8 of this Indenture; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Issue Date) and other Security Documents necessary or reasonably requested by the Trustee to grant the Trustee a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.12; and (iii) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that (i) such Security Agreement, supplemental indenture and Subsidiary Guarantee have been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) such Security Agreement, this Indenture and such Subsidiary Guarantee constitute a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary assumptions and exceptions, including for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Subsidiary Guarantor of a Subsidiary Guarantee shall be endorsed with a form of Subsidiary Guarantee that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee against such Subsidiary Guarantor.

Guarantee by Subsidiary. (a) The Company shall cause (i) each Restricted Subsidiary that is formed or acquired after the date hereof and (ii) each Subsidiary or that otherwise becomes a Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (i) become a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee Guaranty in the form of Exhibit C attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Company's Obligations as set forth in Section 10.8 10.7 of this Indenture; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Issue Closing Date) and other Security Documents necessary or reasonably requested by the Trustee to grant the Trustee a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.12; and (iii) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that (i) such Security Agreement, supplemental indenture and Subsidiary Guarantee Guaranty have been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) such Security Agreement, this Indenture and such Subsidiary Guarantee Guaranty constitute a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary assumptions and exceptions, including exceptions for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Subsidiary Guarantor of a Subsidiary Guarantee Guaranty shall be endorsed with a form of Subsidiary Guarantee Guaranty that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee Guaranty executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee Guaranty against such Subsidiary Guarantor.

Guarantee by Subsidiary. The Company Issuer shall cause (ia) each Restricted Subsidiary that is formed or acquired after the date hereof and (iib) each Subsidiary that becomes a Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (i) become a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee in the form of Exhibit C attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Issuer’s Obligations as set forth in Section 10.8 of this Indenture10.9; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Issue Date) and other Security Documents necessary or reasonably requested by the Trustee to grant the Trustee Collateral Agent a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.12; and (iii) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, Counsel that (iA) such Security Agreement, supplemental indenture and Subsidiary Guarantee have been duly authorized, executed and delivered by such Restricted Subsidiary and (iiB) such Security Agreement, this Indenture and such Subsidiary Guarantee constitute a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary assumptions and exceptions, including for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Subsidiary Guarantor of a Subsidiary Guarantee shall be endorsed with a form of Subsidiary Guarantee that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee against such Subsidiary Guarantor.

Guarantee by Subsidiary. The Company shall cause (i) each Restricted Subsidiary that is formed or acquired after the date hereof and (ii) each Subsidiary that becomes a Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (i) become a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee in the form of Exhibit C attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Obligations as set forth in Section 10.8 of this Indenture10.8; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Issue Date) and other Security Documents necessary or reasonably requested by the Trustee to grant the Trustee a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.12; and (iii) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that (i) such Security Agreement, supplemental indenture and Subsidiary Guarantee have been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) such Security Agreement, this Indenture and such Subsidiary Guarantee constitute a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary assumptions and exceptions, including for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Subsidiary Guarantor of a Subsidiary Guarantee shall be endorsed with a form of Subsidiary Guarantee that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee against such Subsidiary Guarantor.

Guarantee by Subsidiary. The Company shall cause (i) each domestic Restricted Subsidiary that is formed or acquired after the date hereof and (ii) each Subsidiary or that otherwise becomes a domestic Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (i) become a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee notation of Guaranty substantially in the form of Exhibit C attached hereto and a supplemental indenture substantially in the form reasonably satisfactory to the Trustee of Exhibit D attached hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Company's Obligations as set forth in Section 10.8 of this Indenture; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Issue Closing Date) and other Security Documents necessary or reasonably requested by the Trustee to grant the Trustee a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.12; and (iii) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that (i) such Security Agreement, supplemental indenture and Subsidiary Guarantee notation of Guaranty have been duly authorized, executed and delivered by such Restricted Subsidiary and Subsidiary, (ii) such Security Agreement, this Indenture and such Subsidiary Guarantee Guaranty constitute a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary assumptions and exceptions, including exceptions for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution principles and (iii) to such further effect as required by any Subsidiary Guarantor of a Subsidiary Guarantee shall be endorsed with a form of Subsidiary Guarantee that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee against such Subsidiary GuarantorSection 9.6 hereof.

Guarantee by Subsidiary. (a) The Company shall cause (i) each Restricted Subsidiary that is formed or acquired after the date hereof and (ii) each Subsidiary or that otherwise becomes a Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (i) become a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee Guaranty in the form of Exhibit C attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Company's Obligations as set forth in Section 10.8 of this Indenture; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Issue Closing Date) and other Security Documents necessary or reasonably requested by the Trustee to grant the Trustee a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.12; and (iii) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that (i) such Security Agreement, supplemental indenture and Subsidiary Guarantee Guaranty have been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) such Security Agreement, this Indenture and such Subsidiary Guarantee Guaranty constitute a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary assumptions and exceptions, including exceptions for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Subsidiary Guarantor of a Subsidiary Guarantee Guaranty shall be endorsed with a form of Subsidiary Guarantee Guaranty that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee Guaranty executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee Guaranty against such Subsidiary Guarantor.

Guarantee by Subsidiary. The Company shall cause (i) each Restricted Subsidiary that is formed or acquired after the date hereof and (ii) each Subsidiary that becomes a Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (i) become a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee Guaranty in the form of Exhibit C attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Obligations as set forth in Section 10.8 10.7 of this Indenture; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Issue Date) and other Security Documents necessary or reasonably requested by the Trustee to grant the Trustee a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.12; and (iii) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that (i) such Security Agreement, supplemental indenture and Subsidiary Guarantee Guaranty have been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) such Security Agreement, this Indenture and such Subsidiary Guarantee Guaranty constitute a legal, valid, 100 binding and enforceable obligation of such Restricted Subsidiary, subject to customary assumptions and exceptions, including for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Subsidiary Guarantor of a Subsidiary Guarantee Guaranty shall be endorsed with a form of Subsidiary Guarantee Guaranty that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee Guaranty executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee Guaranty against such Subsidiary Guarantor.

Guarantee by Subsidiary. The Company shall shall: (a) cause each Restricted Subsidiary (i) each Restricted Subsidiary that is formed or acquired after the date hereof and or (ii) each Subsidiary that becomes a Restricted Material Subsidiary after the date hereof, in each case concurrently therewith, to (i) become execute a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee in the form of Exhibit C attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Obligations as set forth in Section 10.8 of this Indenture; and (ii) execute a Security Agreement (substantially in the form of the Subsidiary Security Agreement Agreements entered into on the Issue Closing Date) and Mortgage (substantially in the form of the Mortgages entered into on the Closing Date) and other Security Documents necessary to grant a security interest in the assets of such Subsidiary (specified in such Security Document) to secure the Obligations, and to execute and deliver all documents, and take all such other actions as may be necessary or reasonably requested by the Trustee to grant the Trustee a valid, enforceable, perfected first priority Lien on the assets of the Restricted Subsidiary included in the Collateral described therein, subject only to Liens permitted under Section 4.12; , provided, however, that a Restricted Subsidiary formed after the date hereof shall not be required to execute and (iii) cause deliver the documents referred to above until such time as such Restricted Subsidiary owns assets having a book value in excess of $500,000; (b) cause each Restricted Subsidiary that either (i) on or after the date hereof guarantees the payment of, or in any manner becomes liable with respect to, any Indebtedness of the Company or any Guarantor or (ii) is a Material Subsidiary organized under the laws of the United States or any jurisdiction therein that is formed or acquired after the date hereof, to concurrently become a Guarantor hereunder and execute a Guaranty in the form of Exhibit C; and (c) deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Subsidiary Security Agreement and Mortgage (i) such Security Agreementand, supplemental indenture and Subsidiary Guarantee have been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) such Security Agreementif applicable, this Indenture and such Subsidiary Guarantee constitute a legal, Guaranty) are the valid, binding and enforceable obligation obligations of such Restricted Subsidiary, subject to customary assumptions and exceptions, including exceptions for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Subsidiary Guarantor of a Subsidiary Guarantee Guaranty shall be endorsed with a form of Subsidiary Guarantee Guaranty that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee Guaranty executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee Guaranty against such Subsidiary Guarantor.

Guarantee by Subsidiary. The Company shall cause (i) each Restricted Subsidiary that is formed or acquired after the date hereof and (ii) each Subsidiary that becomes a Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (ia) become a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee in the form of Exhibit C attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Obligations as set forth in Section 10.8 of this Indenture10.1; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Issue Date) and other Security Documents necessary or reasonably requested by the Trustee to grant the Trustee a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.12; and (iiib) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that (iy) such Security Agreement, supplemental indenture and Subsidiary Guarantee have been duly authorized, executed and delivered by such Restricted Subsidiary and (iix) such Security Agreement, this Indenture and such Subsidiary Guarantee constitute a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary assumptions and exceptions, including for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Subsidiary Guarantor of a Subsidiary Guarantee shall be endorsed with a form of Subsidiary Guarantee that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee against such Subsidiary Guarantor.

Guarantee by Subsidiary. The Company shall cause (i) each domestic Restricted Subsidiary that is formed or acquired after the date hereof and (ii) each domestic Subsidiary that becomes a Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (i) become a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee in the form of Exhibit C D attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Obligations as set forth in Section 10.8 10.07 of this Indenture; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Issue Datedate hereof) and other Security Documents necessary or reasonably requested by the Trustee to grant the Trustee a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.124.09 and those permitted by the terms of the Security Documents; and (iii) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that (i) such Security Agreement, supplemental indenture and Subsidiary Guarantee have been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) and such Security Agreement, this Indenture and such Subsidiary Guarantee constitute a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary assumptions and exceptions, including for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Subsidiary Guarantor of a Subsidiary Guarantee shall be endorsed with a form of Subsidiary Guarantee that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee against such Subsidiary Guarantor.

Guarantee by Subsidiary. The Company shall cause (i) each Significant Restricted Subsidiary that is formed or acquired after the date hereof and (ii) each Subsidiary that becomes a Significant Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (i) become a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee Guaranty in the form of Exhibit C attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Company's Obligations as set forth in Section 10.8 10.7 of this Indenture; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Issue Date) and other Security Documents necessary or reasonably requested by the Trustee to grant the Trustee a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.12; and (iii) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that (i) such Security Agreement, supplemental indenture and Subsidiary Guarantee Guaranty have been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) such Security Agreement, this Indenture and such Subsidiary Guarantee Guaranty constitute a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary assumptions and exceptions, including exceptions for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Subsidiary Guarantor of a Subsidiary Guarantee Guaranty shall be endorsed with a form of Subsidiary Guarantee Guaranty that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee Guaranty executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee Guaranty against such Subsidiary Guarantor.