Additional Guarantees. The Parent will not permit any Restricted Subsidiary of the Parent which is not a Guarantor, regardless whether such Restricted Subsidiary is designated a Restricted Subsidiary on or subsequent to the date of this Indenture, to guarantee the payment of any Indebtedness of the Issuer, the Parent or any other Guarantor unless: (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture substantially in the form of Exhibit H attached hereto providing for a Guarantee of such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer, the Parent or any other Guarantor (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary of the Parent as a result of any payment by such Restricted Subsidiary under its Guarantee of the Notes; and (iii) such Restricted Subsidiary shall deliver to the Trustee an opinion or opinions of counsel to the effect that (A) such Guarantee has been duly executed and authorized and (B) such 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; provided that this paragraph shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Parent and (B) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent or (y) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under the Senior Credit Facility or any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock Exchange.
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Additional Guarantees. The (a) KP Parent will not cause or permit any Restricted Subsidiary of the Parent which that is not a Guarantor or the Issuer to Guarantee the Indebtedness outstanding under the Senior Secured Credit Facilities, any Credit Facility or any other Public Debt, respectively, of the Issuer or a Guarantor, regardless whether in each case unless such Restricted Subsidiary is designated becomes a Restricted Subsidiary Guarantor on or subsequent to the date of this Indenture, to guarantee on which the payment of any Indebtedness of the Issuer, the Parent or any other Guarantor unless:
(i) such Restricted Subsidiary simultaneously Guarantee is Incurred and executes and delivers to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit H attached hereto providing for a Notes Guarantee of such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer, the Parent or any other Guarantor (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;
(ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary of the Parent as a result of any payment by such Restricted Subsidiary under its Guarantee of the Notes; and
(iii) such Restricted Subsidiary shall deliver to the Trustee an opinion or opinions of counsel to the effect that (A) such Guarantee has been duly executed and authorized and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may which Notes Guarantee will be limited by bankruptcysenior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, insolvency or similar laws (includinghowever, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph such Restricted Subsidiary shall not be applicable obligated to any guarantee of any Restricted Subsidiary (x) that (A) existed at become such a Guarantor to the time such Person became a Restricted Subsidiary of the Parent extent and (B) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent or (y) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under the Senior Credit Facility or any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules Incurrence of such Stock Exchange shall so requireNotes Guarantee could give rise to or result in: (i) any breach or violation of general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference or thin capitalization rules, retention of title claims or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (ii) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Stock Exchange will be notifiedRestricted Subsidiary (or, which notification in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (iii) any significant cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses.
(b) At the option of KP Parent, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors or other considerations under applicable law or regulation.
(c) Notes Guarantees granted pursuant to this Section 4.08 shall be published in released as set forth under Section 10.06. A Notes Guarantee of a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting future Guarantor may also be released at the requirements option of KP Parent if at the date of such Stock Exchange will be filed release there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture as at the date of such Stock Exchangerelease if such Guarantor were not designated as a Guarantor as at that date. The Trustee shall take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications.
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Additional Guarantees. The Parent Reorganized Teletrac will not permit any Restricted Subsidiary of the Parent which is not a GuarantorSubsidiary, regardless whether such Restricted Subsidiary is designated a Restricted Subsidiary on directly or subsequent to the date of this Indentureindirectly, to guarantee the payment of Guarantee any Indebtedness (other than Permitted Indebtedness) of the IssuerReorganized Teletrac ("Guaranteed Indebtedness"), the Parent or any other Guarantor unless:
unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Agent an amendment to this Indenture substantially in the form of Exhibit H attached Agreement pursuant to Section ____ hereto providing for a Guarantee of such Restricted ("Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer, the Parent or any other Guarantor (AGuarantee") if the Notes are subordinated in right of payment to by such Indebtedness, the Guarantee Subsidiary of all of Reorganized Teletrac's obligations under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to Senior Secured Notes and this Agreement on the same extent as the Notes are subordinated to such Indebtedness under terms set forth in this Indenture Agreement and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;
(ii) such Restricted Subsidiary waives waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or of reimbursement, indemnity or subrogation or any other rights against the Parent Reorganized Teletrac or any other Restricted Subsidiary of the Parent as a result of any payment by such Restricted Subsidiary under its Guarantee of the Notes; and
(iii) such Restricted Subsidiary shall deliver to the Trustee an opinion or opinions of counsel to the effect that (A) such Guarantee has been duly executed and authorized and (B) such 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 equityGuarantee; provided that this paragraph shall not be applicable to any guarantee Guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Parent and (B) was not Incurred incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (a) PARI PASSU with the Senior Secured Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary of the Parent Guarantee or (yB) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under subordinated to the Senior Credit Facility or Secured Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Senior Secured Notes. Notwithstanding the foregoing, any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event Subsidiary Guarantee by a Restricted Subsidiary becomes a Guarantormay provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, for so long as exchange or transfer, to any Person not an Affiliate of Reorganized Teletrac, of all of Reorganized Teletrac's and each Subsidiary's Capital Stock in, or all or substantially all the Notes are listed on assets of, such Subsidiary (which sale, exchange or transfer is not prohibited under the Luxembourg Stock Exchange and terms of this Agreement) or (ii) the rules release or discharge of the Guarantee that resulted in the creation of such Stock Exchange shall so requireSubsidiary guarantee, except a discharge or release by or as a result of payment under such Stock Exchange will be notified, which notification shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock ExchangeGuarantee.
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Sources: Senior Secured Note and Class a Warrant Purchase Agreement (Teletrac Holdings Inc)
Additional Guarantees. The Parent will not permit any Restricted (a) Upon the full repayment or refinancing of the 2019 Notes after the Issue Date (i) each Domestic Subsidiary of the Parent which is not Company that has outstanding Indebtedness or has outstanding guarantees of Indebtedness in an aggregate principal amount of such Indebtedness or such guarantee exceeding $15.0 million at the time of such full repayment or refinancing of the 2019 Notes will become a Guarantor, regardless whether such Restricted Subsidiary is designated Guarantor by executing a Restricted Subsidiary on or subsequent supplemental indenture and delivering it to the date Trustee within 45 days of this Indenture, to guarantee such repayment or refinancing of the payment 2019 Notes and (ii) each Domestic Subsidiary of the Company that incurs any Indebtedness or guarantees any Indebtedness of the Issuer, the Parent Company or any Subsidiary Guarantor in an aggregate principal amount of such Indebtedness or such guarantee exceeding $15.0 million, will become a Subsidiary Guarantor by executing a supplemental indenture and delivering it to the Trustee within 45 days of the end of the fiscal quarter during which it guaranteed or incurred such other Indebtedness. Prior to the full repayment or refinancing of the 2019 Notes, each Domestic Subsidiary of the Company (other than SSO or a Subsidiary of SSO) that has outstanding Indebtedness or has guaranteed any Indebtedness of the Company or any Subsidiary Guarantor unless:
(i) and the aggregate principal amount of Indebtedness incurred or guaranteed by such Restricted Subsidiary simultaneously executes and delivers exceeds $15.0 million, then that Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture to this Indenture substantially in the form of Exhibit H attached Annex A hereto providing for a Guarantee of such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer, the Parent or any other Guarantor (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;
(ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary of the Parent as a result of any payment by such Restricted Subsidiary under its Guarantee of the Notes; and
(iii) such Restricted Subsidiary shall deliver delivering it to the Trustee an opinion within 45 days of the end of the fiscal quarter during which it guaranteed or opinions incurred such other Indebtedness. The foregoing requirement does not apply to Subsidiaries of counsel the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to the effect that (A) such constitute Unrestricted Subsidiaries. Any Subsidiary Guarantee has been duly executed and authorized and (B) such 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; provided that this paragraph shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Parent Company that was incurred pursuant to this Section 4.13 shall be subject to the release and other provisions under Article 8 and Article 10 hereof.
(Bb) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary The parent entity of the Parent or (y) Company may elect to guarantee the Notes; provided, however, that guarantees such entity shall not become subject to the payment covenants contained in this Indenture by virtue of Obligations having delivered such guarantee. [Following consummation of the IssuerConversion and the distribution by Chesapeake Energy Corporation of outstanding shares of common stock of the Company to Chesapeake Energy Corporation’s shareholders, the Parent or any other Guarantor under the Senior Credit Facility or any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event Company will not have a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock Exchangeparent entity.]
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Additional Guarantees. The Parent will not permit (a) If at any time the Borrower or any Restricted Subsidiary acquires or creates another Domestic Subsidiary (other than a Domestic Subsidiary that is a Subsidiary, directly or indirectly, of a Foreign Subsidiary) that owns any assets that constitute or may constitute Collateral, such newly acquired or created Domestic Subsidiary shall, on the date on which it is acquired or created, become a Guarantor by executing and delivering to the Lenders a joinder agreement substantially in form of Exhibit E attached hereto and there shall be no need to re-execute, amend or restate this Agreement in connection therewith, and pursuant to which such Domestic Subsidiary will guarantee, on a joint and several basis, the full and prompt payment of the Parent principal of, premium, if any, and interest on the Loans on a senior secured basis. Upon delivery of any such joinder agreement to the Lenders, notice of which is hereby waived by the Guarantors, each such Domestic Subsidiary shall be a Guarantor and shall be as fully a party hereto as if such Domestic Subsidiary were an original signatory hereto as a Guarantor. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder nor by any election of the Collateral Agent not to cause any Person to become an Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor hereunder.
(b) The Borrower may elect to make any Foreign Subsidiary or any Affiliate a Guarantor, regardless whether with the consent of any such Restricted Subsidiary is designated a Restricted Subsidiary on or subsequent party, by causing such Person to execute and deliver to the date Lenders a joinder agreement substantially in form of Exhibit E attached hereto subject to the terms of this Indenture, Agreement.
(c) Each Guarantor shall become a party to guarantee the payment of any Indebtedness of the Issuer, the Parent or any other Guarantor unless:
Loan Documents applicable to it. The Borrower (i) such Restricted shall cause each Subsidiary simultaneously executes and delivers Guarantor to become a supplemental indenture to this Indenture substantially in the form of Exhibit H attached hereto providing for a Guarantee of such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer, the Parent or any other Guarantor (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially party to the same extent as the Notes are subordinated to such Indebtedness under this Indenture Loan Documents and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;
(ii) such Restricted shall, or shall cause each Subsidiary waives Guarantor to, file any financing statement necessary to grant to the Collateral Agent, for the benefit of itself and will not the Lenders, perfected first priority security interest (subject only to Collateral Permitted Liens) in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary of the Parent as a result of any payment Collateral held by such Restricted Subsidiary under its Guarantee of the Notes; and
(iii) such Restricted Subsidiary shall deliver Guarantor, to the Trustee an opinion or opinions extent a security interest therein can be perfected by the filing of counsel to the effect that (A) such Guarantee has been duly executed and authorized and (B) such 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; provided that this paragraph shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Parent and (B) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent or (y) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under the Senior Credit Facility or any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock Exchangefinancing statement.
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Additional Guarantees. (a) The Parent will not permit Issuer may, at its option, elect to cause any of its Restricted Subsidiary of the Parent which Subsidiaries that is not a Guarantor, regardless whether Guarantor to Guarantee the payment of the Notes by executing and delivering a Supplemental Indenture providing for the Note Guarantee of the payment of the Notes by such Restricted Subsidiary is designated a Restricted Subsidiary on which Note Guarantee may be senior or subsequent to the date of this Indenture, to guarantee the payment of any Indebtedness of the Issuer, the Parent or any other Guarantor unless:
(i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture substantially in the form of Exhibit H attached hereto providing for a Guarantee of such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer, the Parent or any other Guarantor (A) if the Notes are subordinated pari passu in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to with such Restricted Subsidiary's guarantee ’s Guarantee of other permitted Indebtedness and with respect to such any Guarantee of Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness that is by its express terms expressly contractually subordinated in right of payment to the NotesNotes or to any Note Guarantee by such Restricted Subsidiary, any such guarantee of Guarantee will be subordinated to such Restricted Subsidiary’s Note Guarantee at least to the same extent as such subordinated Indebtedness is subordinated to the Notes.
(b) If at any time any Subsidiary of the Issuer that is not a Guarantor becomes a Principal Holding Company, the Issuer shall cause such Subsidiary to promptly, and in any event not later than ten (10) Business Days after such Subsidiary becomes a Principal Holding Company, Guarantee the payment of the Notes by executing and delivering a Supplemental Indenture providing for the Note Guarantee of the payment of the Notes by such Subsidiary which Note Guarantee shall be senior or pari passu in right of payment (in each case, as may be required by this Agreement) to such Subsidiary’s other permitted Indebtedness and with respect to such any Guarantee of Indebtedness shall be that is expressly contractually subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially or to any Note Guarantee by such Subsidiary, any such Guarantee will be subordinated to such Subsidiary’s Note Guarantee at least to the same extent as such subordinated Indebtedness is subordinated to the Notes;.
(iic) such Restricted Subsidiary waives and will not Following the provision of any additional Note Guarantees as described in any manner whatsoever claim or take this Section 4.15, subject to the benefit or advantage ofAgreed Security Principles, at the Issuer’s election, any rights or reimbursement, indemnity or subrogation or any other rights against such Guarantor may provide security over certain of its material assets to secure its Note Guarantee on a first-priority basis consistent with the Parent or any other Restricted Subsidiary of the Parent as a result of any payment by such Restricted Subsidiary under its Guarantee of the Notes; and
(iii) such Restricted Subsidiary shall deliver to the Trustee an opinion or opinions of counsel to the effect that (A) such Guarantee has been duly executed and authorized and (B) such 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; provided that this paragraph shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Parent and (B) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent or (y) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under the Senior Credit Facility or any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock ExchangeCollateral.
Appears in 1 contract
Additional Guarantees. The Parent Issuer will not permit any cause each Restricted Subsidiary of the Parent which that is not a GuarantorDomestic Subsidiary, regardless whether unless such Restricted Subsidiary is designated a Receivables Subsidiary or a Restricted Subsidiary on or subsequent to the date of this Indenture, to that cannot guarantee the payment of any Indebtedness of the Issuer, the Parent or any other Guarantor unless:
(i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture substantially in the form of Exhibit H attached hereto providing for a Guarantee of such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer, the Parent or any other Guarantor (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;
(ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary of the Parent as a result of any payment by statute or any order, rule or regulation of any court or governmental or regulatory agency, body or authority having jurisdiction over such Restricted Subsidiary under or any of its Guarantee properties (provided that if the Issuer or any of the Notes; and
(iii) its Restricted Subsidiaries requests that any such court or governmental or regulatory agency, body or authority permit such Restricted Subsidiary to guarantee any Indebtedness of the Issuer or any of its Restricted Subsidiaries, such request shall include a request for permission to guarantee the Notes), that
(1) guarantees any Indebtedness of the Issuer or any of its Restricted Subsidiaries; or
(2) incurs any Indebtedness or issues any shares of Disqualified Stock permitted to be incurred or issued pursuant to clause (1) Section 4.09(b) hereof to execute and deliver to the Trustee Trustee, the form of which is attached as Exhibit F hereto, a supplemental indenture pursuant to which such Subsidiary will guarantee payment of the Notes or a Guarantee. Each Guarantee will be limited to an opinion or opinions of counsel amount not to exceed the effect maximum amount that (A) such Guarantee has been duly executed and authorized and (B) such Guarantee constitutes a validcan be guaranteed by that Restricted Subsidiary without rendering the Guarantee, binding and enforceable obligation of as it relates to such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles affecting the rights of equity; provided that this paragraph creditors generally. Each Guarantee shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Parent and (B) was not Incurred released in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent or (y) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under the Senior Credit Facility or any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantoraccordance with Section 4.17 hereof. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules The form of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock ExchangeGuarantee is attached as Exhibit E hereto.
Appears in 1 contract
Additional Guarantees. The Parent will not permit (a) If the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Domestic Subsidiary of the Parent which that is not a Restricted Subsidiary, other than (i) a Guarantor, regardless whether (ii) an Excluded Restricted Subsidiary, (iii) an Insurance Subsidiary, (iv) an Immaterial Subsidiary or (v) a Securitization Entity, such Restricted Subsidiary is designated a Restricted Subsidiary on or subsequent to the date of this Indenture, to guarantee the payment of any Indebtedness of the Issuer, the Parent or any other Guarantor unless:
(i) such Restricted Subsidiary simultaneously executes within 30 days shall execute and delivers deliver a supplemental indenture to this Indenture substantially in the form of Exhibit H attached B hereto providing for a senior Guarantee of by such Restricted Subsidiary. If a Restricted Subsidiary ceases to be an Immaterial Subsidiary, such Restricted Subsidiary except that with respect to within 30 days shall execute and deliver a guarantee of Indebtedness of the Issuer, the Parent or any other Guarantor (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to this Indenture providing for a senior Guarantee by such Restricted Subsidiary's guarantee .
(b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor. The Company may also elect, in its sole discretion, to cause any Parent to become a Guarantor.
(c) Any Guarantee will be limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of foreign or state law to comply with corporate benefit, financial assistance and other laws. By virtue of this limitation, a Guarantor’s obligation under its Guarantee could be significantly less than amounts payable with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee or a Guarantor may have effectively no obligation under its Guarantee.
(d) Claims of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right creditors of payment to such Restricted Subsidiary's Guarantee Non-Guarantor Subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred and minority shareholders (if any) of those Subsidiaries and claims against Joint Ventures generally will have priority with respect to the Notes substantially to assets and earnings of those Subsidiaries and Joint Ventures over the same extent as such Indebtedness is subordinated to the Notes;
(ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary claims of creditors of the Parent as a result of any payment by such Restricted Subsidiary under its Guarantee Company, including Holders of the Notes; and
. The Notes and each Guarantee therefore will be structurally subordinated to creditors (iii) such Restricted Subsidiary shall deliver to the Trustee an opinion or opinions of counsel to the effect that (A) such Guarantee has been duly executed and authorized and (B) such 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 transfersincluding trade creditors) and except insofar as enforcement thereof is subject to general principles preferred and minority shareholders (if any) of equity; provided that this paragraph shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary Subsidiaries of the Parent Company (other than the Guarantors) and (B) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent or (y) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under the Senior Credit Facility or any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock ExchangeJoint Ventures.
Appears in 1 contract
Additional Guarantees. The Parent will not permit any (a) No Restricted Subsidiary shall Guarantee the Indebtedness outstanding under the ABL Facility, any other Credit Facility or any Public Debt (including the Senior Secured Notes), in each case of the Parent which is not either Issuer or a Guarantor, regardless whether unless such Restricted Subsidiary is designated or becomes a Restricted Subsidiary Guarantor on or subsequent to the date on which the Guarantee of this Indenturesuch other Indebtedness is Incurred and, to guarantee the payment of any Indebtedness of the Issuerif applicable, the Parent or any other Guarantor unless:
(i) such Restricted Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit H attached D hereto providing pursuant to which such Restricted Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Guarantee Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary except (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to a guarantee any Taxes) other than reasonable out of Indebtedness pocket expenses.
(b) At the option of the IssuerCompany, any Notes Guarantee may contain limitations on Guarantor liability to the Parent extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.
(c) Section 4.13(a) will not be applicable to any other Guarantor (A) if the Notes are subordinated in right guarantees of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such any Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to :
(i) existing on the same extent as the Notes are subordinated to such Transfer Completion Date, guaranteeing Indebtedness under this Indenture Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (By) if such Indebtedness is by its express terms subordinated in right 20.0% of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the NotesLTM EBITDA;
(ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary of the Parent as a result of any payment by such Restricted Subsidiary under its Guarantee of the Notes; and
(iii) such Restricted Subsidiary shall deliver to the Trustee an opinion or opinions of counsel to the effect that (A) such Guarantee has been duly executed and authorized and (B) such 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; provided that this paragraph shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of if the Parent and (B) guarantee was not Incurred incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary Subsidiary; or
(iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the Parent time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by ▇▇▇▇▇’▇, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary.
(yd) that guarantees Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the payment granting of Obligations of releases or waivers under the IssuerIntercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Parent or Company to effectuate any other Guarantor under the Senior Credit Facility or any other Senior Debt release of the Issuera Notes Guarantee in accordance with these provisions, the Parent or any other Guarantor subject to customary protections and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock Exchangeindemnifications.
Appears in 1 contract
Additional Guarantees. The Parent will not permit At the time that any Restricted Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within ten (10) days of the Parent which is not such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent a Guarantor, regardless whether such Restricted Subsidiary is designated a Restricted Subsidiary on or subsequent to the date of this Indenture, to guarantee the payment of any Indebtedness of the Issuer, the Parent or any other Guarantor unless:
(i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture joinder to this Indenture substantially Agreement and the Guarantee in the form of Exhibit H attached hereto providing for as Exhibit 8.4 and a Guarantee of joinder to the Second Lien Security Agreement, together with such Restricted Subsidiary except that other security documents (including Mortgages with respect to a guarantee any Real Property Collateral owned in fee of Indebtedness of the Issuersuch new Subsidiary), the Parent or any other Guarantor as well as appropriate financing statements (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee and with respect to such Indebtedness substantially all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant the Administrative Agent a Lien (subject to Permitted Liens) in and to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee assets of such Restricted Subsidiary newly formed or acquired Subsidiary); provided that a joinder to this Agreement and the Guarantee and the Second Lien Security Agreement, and such other security documents, shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Holdings that is a CFC (as defined in the Second Lien Security Agreement), (b) within 10 days of such Indebtedness formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to the Administrative Agent appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to the Administrative Agent, subject to the Intercreditor Agreement; provided that only 65% of the total outstanding voting Capital Stock of any first tier Subsidiary of any Loan Party that is a CFC and none of the total outstanding voting Capital Stock of any other Subsidiary of such CFC shall be subordinated required to be pledged; and (c) within 10 days of such formation or acquisition (or such later date as permitted by the Administrative Agent in right its sole discretion) provide to the Administrative Agent all other documentation, including one or more opinions of payment counsel reasonably satisfactory to such Restricted Subsidiary's Guarantee the Administrative Agent, which in its opinion is appropriate with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;
(ii) such Restricted Subsidiary waives execution and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary delivery of the Parent as a result applicable documentation referred to above (including policies of any payment by such Restricted Subsidiary under its Guarantee of the Notes; and
(iii) such Restricted Subsidiary shall deliver title insurance or other documentation with respect to the Trustee an opinion or opinions of counsel to the effect that (A) such Guarantee has been duly executed all Real Property owned in fee and authorized and (B) such 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; provided that this paragraph shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Parent and (B) was not Incurred in connection withMortgage). Any document, agreement, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent instrument executed or (y) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under the Senior Credit Facility or any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification issued pursuant to this Section 4.19 shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock ExchangeLoan Document.
Appears in 1 contract
Sources: Second Lien Term Loan Agreement (Stanadyne Holdings, Inc.)
Additional Guarantees. The Parent will not permit (a) If at any time the Borrower or any Restricted Subsidiary acquires or creates another Domestic Subsidiary (other than a Domestic Subsidiary that is a Subsidiary, directly or indirectly, of a Foreign Subsidiary) that owns any assets that constitute or may constitute Collateral, such newly acquired or created Domestic Subsidiary shall, on the date on which it is acquired or created, become a Guarantor by executing and delivering to the Lenders a joinder agreement substantially in form of Exhibit E attached hereto and there shall be no need to re-execute, amend or restate this Agreement in connection therewith, and pursuant to which such Domestic Subsidiary will guarantee, on a joint and several basis, the full and prompt payment of the Parent principal of, premium, if any, and interest on the Loans on a senior secured basis. Upon delivery of any such joinder agreement to the Lenders, notice of which is hereby waived by the Guarantors, each such Domestic Subsidiary shall be a Guarantor and shall be as fully a party hereto as if such Domestic Subsidiary were an original signatory hereto as a Guarantor. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder nor by any election of the Collateral Agent not to cause any Person to become an Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor hereunder.
(b) The Borrower may elect to make any Foreign Subsidiary or any Affiliate a Guarantor, regardless whether with the consent of any such Restricted Subsidiary is designated a Restricted Subsidiary on or subsequent party, by causing such Person to execute and deliver to the date Lenders a joinder agreement substantially in form of Exhibit E attached hereto subject to the terms of this Indenture, Agreement.
(c) Each Guarantor shall become a party to guarantee the payment of any Indebtedness of the Issuer, the Parent or any other Guarantor unless:Loan Documents applicable to it. The Borrower
(i) such Restricted shall cause each Subsidiary simultaneously executes and delivers Guarantor to become a supplemental indenture to this Indenture substantially in the form of Exhibit H attached hereto providing for a Guarantee of such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer, the Parent or any other Guarantor (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially party to the same extent as the Notes are subordinated to such Indebtedness under this Indenture Loan Documents and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;
(ii) such Restricted shall, or shall cause each Subsidiary waives Guarantor to, file any financing statement necessary to grant to the Collateral Agent, for the benefit of itself and will not the Lenders, perfected first priority security interest (subject only to Collateral Permitted Liens) in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary of the Parent as a result of any payment Collateral held by such Restricted Subsidiary under its Guarantee of the Notes; and
(iii) such Restricted Subsidiary shall deliver Guarantor, to the Trustee an opinion or opinions extent a security interest therein can be perfected by the filing of counsel to the effect that (A) such Guarantee has been duly executed and authorized and (B) such 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; provided that this paragraph shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Parent and (B) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent or (y) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under the Senior Credit Facility or any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock Exchangefinancing statement.
Appears in 1 contract
Sources: Purchase Money Credit Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
Additional Guarantees. The Parent will not permit (a) If, after the date hereof, (1) any Restricted Wholly Owned U.S. Subsidiary (including any newly formed or newly acquired Wholly Owned U.S. Subsidiary) of the Parent which Company that is not then a Guarantor (x) incurs or guarantees any indebtedness under the Credit Agreement, (y) guarantees any indebtedness under the Existing Notes or (z) guarantees any series of Capital Markets Debt issued by the Company or any Guarantor with an aggregate outstanding principal amount in excess of $150,000,000 or (2) the Company otherwise elects to have any of its Wholly Owned Subsidiaries become a Guarantor, regardless whether then, in each case, the Company shall, and the Company shall cause such Restricted Subsidiary is designated a Restricted Subsidiary on or subsequent to, within thirty (30) calendar days thereafter, execute and deliver to the date of this Indenture, to guarantee the payment of any Indebtedness of the Issuer, the Parent or any other Guarantor unless:
(i) such Restricted Subsidiary simultaneously executes and delivers Trustee a supplemental indenture pursuant to this Indenture substantially in the form of Exhibit H attached hereto providing for which such Subsidiary shall become a Guarantee of such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer, the Parent or any other Guarantor (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express provide a Guarantee on the same terms subordinated and conditions as those set forth in right of payment this Indenture and applicable to the Notes, any such guarantee other Guarantors and deliver an Officer’s Certificate and an Opinion of Counsel reasonably satisfactory to the Trustee. The form of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent supplemental indenture is attached as such Indebtedness is subordinated to the Notes;Exhibit B hereto.
(iib) such Restricted Subsidiary waives and will not in If any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Wholly Owned U.S. Subsidiary of the Parent Company, as a result of any payment by such Restricted Subsidiary under its Guarantee of the Notes; and
date hereof, (iiix) has incurred or guarantees any indebtedness under the Credit Agreement, (y) guarantees any indebtedness under the Existing Notes or (z) guarantees any series of Capital Markets Debt issued by the Company or any Guarantor with an aggregate outstanding principal amount in excess of $150,000,000, but such Restricted Subsidiary is not a Guarantor under this Indenture, then, in each case, the Company shall, and the Company shall promptly cause such Subsidiary to, execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall become a Guarantor under this Indenture and provide a Guarantee on the same terms and conditions as those set forth in this Indenture and applicable to other Guarantors and deliver an opinion or opinions Officer’s Certificate and an Opinion of counsel Counsel reasonably satisfactory to the effect that (A) such Guarantee has been duly executed and authorized and (B) such Guarantee constitutes a valid, binding and enforceable obligation Trustee. The form of such Restricted Subsidiary, except insofar supplemental indenture is attached 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; provided that this paragraph shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Parent and (B) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent or (y) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under the Senior Credit Facility or any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock ExchangeExhibit B hereto.
Appears in 1 contract
Sources: Indenture (Pitney Bowes Inc /De/)
Additional Guarantees. The Parent will not permit (a) Upon (i) the formation or acquisition of any Restricted new direct or indirect Subsidiary (other than an Excluded Subsidiary) of the Parent which is not a GuarantorCompany, regardless whether such Restricted or (ii) any Excluded Subsidiary is designated a Restricted Subsidiary on or subsequent ceasing to the date of this Indenture, to guarantee the payment of any Indebtedness of the Issuerconstitute an Excluded Subsidiary, the Parent or any other Guarantor unlessCompany shall cause:
(i1) such Restricted Subsidiary simultaneously executes within sixty (60) days of such event to execute and delivers deliver a supplemental indenture to this Indenture substantially in the form of Exhibit H attached hereto D providing for a Guarantee by such Subsidiary and joinders to the applicable Intercreditor Agreement and applicable Security Documents or new intercreditor agreements and Security Documents, together with any actions, filings and agreements to the extent required by (and within the time periods as set forth in) the Security Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Restricted Subsidiary Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Parent Company or any other Guarantor (A) if the Notes are subordinated in right of payment to such IndebtednessGuarantor, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the NotesNotes or such Guarantor’s Guarantee, any such guarantee of by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;; and
(ii2) such Restricted Subsidiary waives to waive and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or of reimbursement, indemnity or subrogation or any other rights against the Parent Company or any other Restricted Subsidiary of the Parent as a result of any payment by such Restricted Subsidiary under its Guarantee of the Notes; andGuarantee.
(iiib) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Restricted Subsidiary shall deliver to the Trustee an opinion or opinions of counsel to the effect that (A) such Guarantee has been duly executed and authorized and (B) such 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; provided that this paragraph shall not be applicable required to comply with the 60 day period described in Section 4.15(a)(1).
(c) The Company and the Guarantors shall cause any guarantee of any Restricted Subsidiary Parent Entity that both (x) that (A) existed at the time such Person became is a Restricted direct or indirect Subsidiary of an Intermediate Guarantor or Parent (whether formed or otherwise purchased or acquired after the Parent Effective Date including pursuant to an Acquisition and (Bincluding any Delaware Divided LLC formed pursuant to a Delaware LLC Division or otherwise) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent or and (y) that guarantees or is a primary obligor with respect to any other Indebtedness for borrowed money as to which the payment of Obligations of the Issuer, the Parent Company or any other Guarantor Subsidiary is a guarantor or primary obligor (a “Specified Parent Entity”), in each case, to promptly (and in no event later than 60 calendar days (or such later date as the administrative agent under the Senior Credit Facility or any other Senior Debt Agreement may agree) after becoming a Specified Parent Entity) constitute an Intermediate Guarantor (and the requirements set forth in sub-clauses (1) and (2) of the Issuerforegoing clause (a), the Parent or any other Guarantor and any refundingas applicable, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification shall be published in a newspaper having a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed completed with such Stock Exchangerespect thereto).
Appears in 1 contract
Sources: Indenture (MultiPlan Corp)
Additional Guarantees. The Parent will not permit any
(a) Notwithstanding anything to the contrary in this Section 4.08, (i) no Restricted Subsidiary shall Guarantee any Indebtedness outstanding under the Revolving Credit Facility, any Credit Facility or any Public Debt, in each case, of the Parent which is not Issuer or a Guarantor, regardless whether Guarantor unless such Restricted Subsidiary is designated or becomes a Restricted Guarantor on the date on which the Guarantee is incurred and (ii) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary on with assets equal to or subsequent to greater than $100 million as of the date of this Indenturesuch Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, to guarantee together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the payment publication of any Indebtedness annual financial statements evidencing such assets and, in the case of the Issuer, the Parent or any other Guarantor unless:
each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it will provide a Guarantee, which Guarantee (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture substantially in the form of Exhibit H attached hereto providing for a Guarantee of such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer, the Parent or any other Guarantor (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;
(ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary of the Parent as a result of any payment by such Restricted Subsidiary under its Guarantee of the Notes; and
(iii) such Restricted Subsidiary shall deliver to the Trustee an opinion or opinions of counsel to the effect that (A) such Guarantee has been duly executed and authorized and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Material New U.S. Subsidiary, except insofar as enforcement thereof may be limited by bankruptcyapplicable, 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; provided that this paragraph shall not be applicable obligated to any guarantee of any Restricted Subsidiary (x) that (A) existed at become such a Guarantor to the time such Person became a Restricted Subsidiary of the Parent extent and (B) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent or (y) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under the Senior Credit Facility or any other Senior Debt of the Issuer, the Parent or any other Guarantor and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt of the Issuer, the Parent or any other Guarantor. In the event a Restricted Subsidiary becomes a Guarantor, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules Incurrence of such Stock Exchange shall so requireGuarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, such Stock Exchange will be notifiedcorporate benefit, which notification shall be published financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a newspaper having Restricted Subsidiary that is a general circulation in Luxembourg, and a supplemental offering memorandum meeting the requirements partnership) shareholders of such Stock Exchange will be filed with Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such Stock Exchange.partnership); or
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Sources: Indenture
Additional Guarantees. The Parent will not permit any Restricted Subsidiary of After the Parent which is not a Guarantor, regardless whether such Restricted Subsidiary is designated a Restricted Subsidiary on or subsequent to the date of this Indenture, to guarantee the payment of any Indebtedness of the IssuerIssue Date, the Parent or any other Guarantor unless:
Company will cause (i) such Restricted each Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture substantially in the form of Exhibit H attached hereto providing for a Guarantee of such Restricted Subsidiary except that with respect to a guarantee of Indebtedness which guarantees obligations of the Issuer, the Parent Company or any other Guarantor (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;
(ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary of the Parent as a result of any payment by such Restricted Subsidiary under its Guarantee of the Notes; and
(iii) such Restricted Subsidiary shall deliver to the Trustee an opinion or opinions of counsel to the effect that (A) such Guarantee has been duly executed and authorized and (B) such 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; provided that this paragraph shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Parent and (B) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Parent or (y) that guarantees the payment of Obligations of the Issuer, the Parent or any other Guarantor under the Senior Credit Facility Facilities, the Existing First Lien Notes, the New First Lien Notes, the Silver Lake First Lien Notes, the Second Lien Notes, the Existing Senior Subordinated Notes or any other Senior Debt Indebtedness, within 30 days of the Issuerdate of such Subsidiary’s guarantee of such other Indebtedness, and (ii) the issuer of any Reference Property upon consummation of a Merger Event (a “Parent Guarantor”) to execute and deliver to the Trustee a supplemental indenture pursuant to which such Guarantor or issuer will unconditionally guarantee (subject to release as described below), on a joint and several basis, the Parent or any other Guarantor full and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Debt prompt payment of the Issuerprincipal of, premium, if any, interest, if any, on the Securities on a senior secured basis. Such Guarantor or issuer will also execute and deliver joinders to the First Lien Intercreditor Agreement, the Parent First Lien/Second Lien Intercreditor Agreement and applicable Security Documents or new intercreditor agreements and security documents, together with any filings and agreement to the extent required by the Security Documents to create or perfect the security interests for the benefit of the Holders in the Collateral within the time periods referenced in the immediately preceding sentence. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Subsidiary or issuer of any Reference Property without rendering the Guarantee as it relates to such Subsidiary or issuer of any Reference Property, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Notwithstanding the foregoing, if a Guarantor is released and discharged in full from its obligations under its Guarantees of (a) the Senior Credit Facilities and related documentation and (b) all other Guarantor. In Indebtedness of the event a Restricted Subsidiary becomes a GuarantorCompany and its Subsidiaries, for so long as then the Notes are listed on the Luxembourg Stock Exchange and the rules Guarantee of such Stock Exchange shall so require, such Stock Exchange will be notified, which notification Guarantor shall be published in a newspaper having a general circulation in Luxembourg, automatically and a supplemental offering memorandum meeting the requirements of such Stock Exchange will be filed with such Stock Exchangeunconditionally released and discharged.
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