Common use of Additional Note Guarantees Clause in Contracts

Additional Note Guarantees. If, on or after the Issue Date: (1) the Issuer or any of its Subsidiaries acquires or creates another Domestic Subsidiary that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit H within 30 Business Days of the date on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied, and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualifications.

Additional Note Guarantees. If, on or after If the Issue Date: (1) the Issuer Company or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that Guarantees any guarantees payment by the Company of Indebtedness under (i) any syndicated Credit Facility or (ii) capital markets debt securities of the Vail Holdings Credit Agreement Company or any other capital markets Indebtedness of Guarantor after the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”)Issue Date, then that newly acquired or created Wholly Owned Restricted Subsidiary or Additional Obligor, as the case may be (i) shall that is a Domestic Subsidiary will become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit H E hereto within 30 Business Days 60 days of the date on which it was acquired guarantees such Indebtedness; provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or created (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable in the event that the Guarantee of the Company’s obligations under the Notes or became an Additional Obligorthis Indenture by such Subsidiary would not be permitted under applicable law. In additionThe Company may elect, in its sole discretion, to cause or allow, as the Issuer case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall have delivered not be required to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies comply with the applicable provisions 60-day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of this Indenture, that all conditions precedent in this Indenture relating to such transaction Subsidiary then outstanding could have been satisfied, and incurred by such Opinion Subsidiary (either (x) when so incurred or (y) at the time of Counsel shall additionally state that the release of such supplemental indenture is enforceable against the new Guarantor, subject to customary qualificationsGuarantee) assuming such Subsidiary were not a Guarantor at such time.

Additional Note Guarantees. If(a) The Company covenants and agrees that, on or at any time after the Issue Date: (1) the Issuer or date hereof any of its the Company’s Wholly-Owned Restricted Subsidiaries acquires or creates another Domestic that is not at such time a Subsidiary that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness Guarantor becomes a Significant Subsidiary (including upon a Revocation of the Issuer or Designation of a Guarantor Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware of such event, (other than Indebtedness owing to i) promptly notify the Issuer or any Trustee in writing of its Subsidiariessuch event and (ii) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic cause such Wholly-Owned Restricted Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional ObligorSubsidiary Guarantor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may be (i) shall concurrently to become a Subsidiary Guarantor on a senior basis (promptly following the determination in accordance with the terms of this Indenture that such Restricted Subsidiary is a Wholly-Owned Subsidiary and (iia Significant Subsidiary) execute by executing a supplemental indenture Supplemental Indenture substantially in the form of Exhibit H within 30 Business Days of the date on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered to E hereto and providing the Trustee with an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies Counsel and to comply in all respects with the applicable provisions of this IndentureIndenture and the Notes, as applicable; provided, however, that all conditions precedent each Additional Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under such additional note guarantee (“Additional Note Guarantee”) only in this Indenture relating to such transaction have been satisfiedaccordance with Section 10.2. (b) The Company shall, following the date hereof, conduct an investigation and make a determination no later than 90 days following the end of the first, second and third quarter of each fiscal year, based on the financial information for the preceding quarter, and such Opinion no later than 120 days following the end of Counsel shall additionally state that such supplemental indenture is enforceable against each fiscal year, based on the new Guarantorfinancial information for the prior fiscal year, subject as to customary qualificationswhether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.

Additional Note Guarantees. IfThe Parent Guarantor shall not permit any of its Restricted Subsidiaries (other than any Securitization Subsidiary or Foreign Subsidiary) that is a Wholly Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly Owned Subsidiary if such non-Wholly Owned Subsidiary guarantees other capital markets debt securities of the Issuer or a Guarantor), on other than the Issuer or after the Issue DateSubsidiary Guarantors, to guarantee the payment of any Debt of the Issuer or any other Guarantor incurred under any Credit Facility or other capital markets debt securities unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Note Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Debt of the Issuer or any Guarantor, if such Debt is by its express terms subordinated in right of its Subsidiaries acquires or creates another Domestic Subsidiary that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing payment to the Issuer Notes or such Guarantor’s Note Guarantee, any such Note Guarantee by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of its Subsidiaries) with an aggregate principal amount greater than or equal payment to $100.0 millionsuch Note Guarantee substantially to the same extent as such Debt is subordinated to the Notes; orand (2) such Restricted Subsidiary waives and shall not in any Domestic Subsidiary manner whatsoever claim or take the benefit or advantage of, any rights of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement reimbursement, indemnity or subrogation or any other capital markets Indebtedness rights against any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.12 shall not be applicable to any Note Guarantee of any Restricted Subsidiary that existed at the Issuer or time such Person became a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, Restricted Subsidiary and that Subsidiary was not incurred in connection with, or in contemplation of, such Person becoming a Guarantor immediately prior to such Restricted Subsidiary. Each Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may shall be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially released in the form of Exhibit H within 30 Business Days of the date on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies accordance with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied, and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualificationsSection 10.10.

Additional Note Guarantees. If, on or after After the Issue Date: (1) , the Issuer or any Company shall cause each of its Domestic Restricted Subsidiaries acquires that borrows under or creates another Domestic guarantees the Credit Agreement to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary that will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Notes on a senior basis and all other obligations under this Indenture. Notwithstanding the foregoing, in the event (a) a Guarantor is released and discharged in full from all of its obligations under its Guarantees of the Credit Agreement, and (b) such Guarantor has not Incurred any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or in reliance on its status as a Guarantor under Section 4.9 or such Guarantor’s Obligations under such Debt are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than Indebtedness owing a Guarantor) under Section 4.9 then the Guarantee of such Guarantor shall be automatically and unconditionally released or discharged. The Obligations of each Guarantor under its Guarantee will be limited to the Issuer maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic Subsidiary other Guarantor in respect of the Issuer that Guarantees any Indebtedness Obligations of such other Guarantor under the Vail Holdings Credit Agreement its Guarantee or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing pursuant to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit H within 30 Business Days of the date on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies with the applicable provisions of contribution Obligations under this Indenture, that all conditions precedent result in this Indenture relating to the Obligations of such transaction have been satisfied, Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantee shall also be released in accordance with the provisions of Sections 12.6 and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualifications12.7.

Additional Note Guarantees. If, on or after the Issue Date: (1) date of this Indenture, any Restricted Subsidiary of CNX Midstream that is not already a Guarantor guarantees any Indebtedness of either of the Issuer Issuers or any of its Subsidiaries acquires Guarantor under a Credit Facility, or creates another any Domestic Subsidiary that Guarantees Subsidiary, if not then a Guarantor, incurs any Indebtedness under the Vail Holdings any Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 millionFacility, and then in either case that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may be (i) shall will become a Guarantor and (ii) execute by executing a supplemental indenture substantially in the form of Exhibit H F hereto and delivering it to the Trustee within 30 20 Business Days of the date on which it was acquired guaranteed or created or became an Additional Obligor. In additionincurred such Indebtedness, as the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counselcase may be; provided, each stating that such supplemental indenture complies with the applicable provisions of this Indenturehowever, that all conditions precedent the preceding shall not apply to Subsidiaries of CNX Midstream that have been properly designated as Unrestricted Subsidiaries in accordance with this Indenture relating for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.15 as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such transaction have been satisfiedRestricted Subsidiary’s Note Guarantee, and except a discharge or release by, or as a result of payment under, such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualificationsguarantee.

Additional Note Guarantees. If, on or after the Issue Date: (1) date of this Indenture, the Issuer Company or any of its Subsidiaries acquires or creates another Domestic Subsidiary that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic Restricted Subsidiary of the Issuer that Guarantees Company forms or acquires any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”)Restricted Subsidiary, then that newly acquired or created the Company shall cause such Restricted Subsidiary or Additional Obligorto, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit H within 30 Business Days of after the date on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered of such event: (a) execute and deliver to the Trustee and the Collateral Agent a supplemental indenture in the form attached hereto as Exhibit E and a notation of such Note Guarantee in the form attached as Exhibit D hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (b) execute and deliver all supplements or joinders, as applicable, to the applicable Security Documents in order to g▇▇▇▇ ▇ ▇▇▇▇ in the Collateral owned by such Restricted Subsidiary to the same extent as that set forth in this Indenture and the Security Documents and take all actions required by the Security Documents to perfect such Lien; and (c) deliver to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating certifying that such supplemental indenture complies with and the applicable provisions of this Indenture, that all conditions precedent other documents described in this Indenture relating to such transaction clause (b) above have been satisfiedduly authorized, executed and delivered by such Opinion Restricted Subsidiary and constitute a valid and legally binding and enforceable obligations of Counsel shall additionally state that such supplemental indenture is enforceable against the new GuarantorRestricted Subsidiary, subject to customary qualificationsexceptions. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes.

Additional Note Guarantees. If, on or after (a) After the Issue Date: (1) , the Issuer Company will cause each of its Domestic Restricted Subsidiaries that is a borrower under, or Guarantees any Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary that Guarantees Incurred under, any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or Credit Facility with any of its Subsidiaries) with an aggregate principal amount greater than or equal to outstanding in excess of $100.0 million; or (2) any Domestic Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 25.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the in each case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit H within 30 25 Business Days of the date on which it was acquired that such Indebtedness has been Incurred or created or became an Additional Obligor. In additionhas been guaranteed, the Issuer shall have delivered to execute and deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such a supplemental indenture complies with the applicable provisions of this Indenture, that all conditions precedent in pursuant to which such Domestic Restricted Subsidiary shall become a Guarantor under this Indenture governing the Notes providing for a Guarantee by such Restricted Subsidiary. Within 90 days of any Domestic Restricted Subsidiary so becoming a Guarantor, the Company will also cause such Guarantor to execute and deliver such documents and instruments as shall be reasonably necessary to cause its property of a type that would constitute Collateral to be made subject to a perfected Lien (subject to Permitted Liens) in favor of the Note Collateral Agent, as and to the extent provided in Article XII. A form of a Guarantor Supplemental Indenture for such purposes is attached as Exhibit E hereto. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to such transaction have been satisfied, and such Opinion fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualificationscreditors generally. (c) Each Note Guarantee will be released in accordance with Section 10.2.

Additional Note Guarantees. If, on or after (a) If the Issue Date: (1) the Issuer Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary that Guarantees is a Wholly-Owned Subsidiary after the date of this Indenture that guarantees or otherwise becomes an obligor with respect to any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer Company or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Restricted Subsidiaries under a Credit Facility, then such Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within 45 Business Days of the Issuer that Guarantees date such Domestic Subsidiary guarantees or otherwise becomes an obligor with respect to any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer Company or any of its Subsidiaries) with Restricted Subsidiaries under a Credit Facility; provided that any such Domestic Subsidiary that constitutes an aggregate principal amount greater than or equal to $100.0 millionImmaterial Subsidiary, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Captive Insurance Subsidiary or Additional Obligora Securitization Subsidiary, as the case may be (i) shall be, need not become a Guarantor and (ii) execute until such time as it ceases to be an Immaterial Subsidiary, a supplemental indenture substantially Captive Insurance Subsidiary or a Securitization Subsidiary, as the case may be. Each Note Guarantee of a Domestic Subsidiary that is a Wholly-Owned Subsidiary will provide by its terms that it will be automatically released under the circumstances described in the Article 10. The form of Exhibit H within 30 Business Days of the date on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied, and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new attached as Exhibit E hereto. (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, subject in which case such Subsidiary shall not be required to customary qualificationscomply with the 45 business day period described in Section 4.15(a).

Additional Note Guarantees. If, on or after If the Issue Date: (1) the Issuer Company or any of its Subsidiaries acquires or creates another Domestic Subsidiary that Guarantees is a Wholly-Owned Subsidiary after the Issue Date that guarantees or otherwise becomes an obligor with respect to any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer Company or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Subsidiaries under a Credit Facility, then such Domestic Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may be (i) shall will become a Guarantor and (ii) execute a supplemental indenture substantially in and deliver an Opinion of Counsel to the form of Exhibit H Trustee within 30 45 Business Days of the date such Domestic Subsidiary guarantees or otherwise becomes an obligor with respect to any Indebtedness of the Company or any of its Subsidiaries under a Credit Facility; provided that any such Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. Each Note Guarantee of a Domestic Subsidiary that is a Wholly-Owned Subsidiary will provide by its terms that it will be automatically released under the circumstances described in Article 9. Beginning on which it was acquired or created or became an Additional Obligor. In additionthe Fall Away Date with respect to a series of Notes and continuing at all times thereafter regardless of any subsequent changes in the ratings of the Notes of such series, the Issuer shall have delivered this Section 4.06 will permanently cease to be in effect with respect to the Trustee an Officer’s Certificate and an Opinion Notes of Counselsuch series. The Company may elect, each stating 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 supplemental indenture complies Subsidiary shall not be required to comply with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied, and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualifications45 Business Day period described above.

Additional Note Guarantees. If, on or after the Issue Datedate of this Indenture: (a) the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary that is not an Excluded Restricted Subsidiary or an Unrestricted Subsidiary; (b) any Excluded Restricted Subsidiary ceases to meet the definition thereof (including ceasing to meet the definition of Immaterial Restricted Subsidiary) or the Company redesignates any Excluded Restricted Subsidiary as a Guarantor in accordance with Section 4.21 hereof; or (c) any Unrestricted Subsidiary ceases to meet the definition thereof or the Company redesignates any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 4.20 hereof and such Subsidiary does not otherwise constitute an Excluded Restricted Subsidiary, then the Company will, as soon as reasonably practicable but in any event within 45 days of such event: (1) the Issuer or any of its Subsidiaries acquires or creates another Domestic cause such Subsidiary that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or to become a Guarantor and execute a supplemental indenture pursuant to which such Subsidiary shall unconditionally (other than Indebtedness owing to the Issuer extent permitted by applicable law or any regulation) guarantee the Company’s obligations under this Indenture and the Notes on the terms set forth in this Indenture (the form of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; orsuch supplemental indenture is attached as Exhibit F hereto); (2) any Domestic Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any take such further actions and execute and deliver such other capital markets Indebtedness of the Issuer or a Guarantor documents specified in this Indenture; and (other than Indebtedness owing to the Issuer or any of its Subsidiaries3) with an aggregate principal amount greater than or equal to $100.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit H within 30 Business Days of the date on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating Counsel that such supplemental indenture complies and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legally valid and binding and enforceable obligations of such Subsidiary (such opinion otherwise being in a form and with such qualifications and exceptions as may be customary for the applicable jurisdiction(s)); and upon the completion of the actions described in clauses (1) through (3) of this Section 4.19, such Subsidiary shall constitute a Guarantor for all purposes of this Indenture until such time as the Note Guarantee of such Guarantor may be released in accordance with the applicable provisions terms of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied, and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualifications.

Additional Note Guarantees. If, on or after the Issue Date: , (1a) the Issuer Company forms or acquires any of its Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2b) any Unrestricted Subsidiary is designated a Restricted Subsidiary in accordance with Section 4.17 and, such designated Restricted Subsidiary is a Wholly Owned Restricted Subsidiary and a Domestic Subsidiary of the Issuer Subsidiary, in each case, that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or is not already a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 millionGuarantor, and then, in each case, that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may be (i) shall will become a Guarantor and (ii) execute by executing a supplemental indenture in substantially in the form of Exhibit H D within 30 Business Days 60 days after its formation, acquisition or designation, as applicable; provided that (x) 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 by executing a supplemental indenture in substantially the form of Exhibit D hereto, in which case such Guarantee may be released at any time in the Company’s sole discretion and (y) no Subsidiary shall be required to become a Guarantor if any Subsidiary is prohibited by applicable Law or contractual obligations existing on the date on which it was acquired such Subsidiary is acquired, formed or created or became an Additional Obligor. In additiondesignated, as applicable (so long as such contractual obligations are not entered into in contemplation of circumventing the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies with the applicable provisions requirements of this IndentureSection 4.16) from providing a Note Guarantee or if providing the Note Guarantee would require governmental (including regulatory) or other third-party consent, that all conditions precedent in this Indenture relating to such transaction have approval, license or authorization (other than any consent or authorization which has been satisfied, and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualificationsobtained).

Additional Note Guarantees. If, on or after the Issue Date:Date (unless such acquired or created Domestic Subsidiary is properly designated as an Unrestricted Subsidiary): (1) the Issuer Company or any of its Domestic Subsidiaries acquires or creates another Domestic Subsidiary that Guarantees incurs any Indebtedness under the Vail Holdings Credit Agreement Agreements, any syndicated loan or any other capital markets Indebtedness or Guarantees any such Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer Company or any of its Domestic Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic Subsidiary of the Issuer that Guarantees any Company incurs Indebtedness under the Vail Holdings Credit Agreement Agreements, any syndicated loan or any other capital markets Indebtedness or Guarantees any such Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer Company or any of its Domestic Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, and that Domestic Subsidiary was not a Guarantor immediately prior to such incurrence or Guarantee (an “Additional Obligor”), , (i) then that newly acquired or created Domestic Subsidiary or Additional Obligor, as the case may be (i) be, shall become a Guarantor and Guarantee the Company’s Obligations in respect of the Notes and (ii) execute a supplemental indenture substantially in and deliver an Opinion of Counsel satisfactory to the form of Exhibit H Trustee within 30 Business Days of days after the date on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered (to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating effect that such supplemental indenture complies has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied, and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, its terms (subject to customary qualificationsexceptions)) or incurred, as the case may be; provided that no Receivables Entity will be required to become a Guarantor at any time.

Additional Note Guarantees. If, on If any direct or after the Issue Date: (1) the Issuer or any of its Subsidiaries acquires or creates another Domestic indirect Restricted Subsidiary that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor Parent (other than Indebtedness owing to the Issuer or and Excluded Subsidiaries (except any of its Subsidiaries) Excluded Subsidiary which becomes a guarantor under the 2024 Credit Agreement in accordance with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic Subsidiary the terms of the Issuer 2024 Credit Agreement)) that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, and that Subsidiary was is not a Subsidiary Guarantor immediately prior becomes a guarantor or obligor in respect of any Triggering Indebtedness, within ten (10) Business Days of such event the Parent will cause such Restricted Subsidiary to such Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may be (i) enter into a supplemental indenture pursuant to which such Restricted Subsidiary shall become agree to Guarantee the Issuer’s Obligations under the Notes, fully and unconditionally and on a Guarantor senior basis, and (ii) execute to the extent any assets of such Restricted Subsidiary are assets of the type which would constitute Collateral under the Security Documents, enter into such amendments, supplements or other instruments in such jurisdictions as may be required by applicable law to cause such assets to be made subject to the Lien of the applicable Security Documents, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth herein and in the Agreed Security Principles and the Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions. The Parent also may, at any time, cause a Subsidiary (other than the Issuer) to become a Subsidiary Guarantor by (i) executing and delivering a supplemental indenture substantially in the form of Exhibit H within 30 Business Days E attached to this Indenture providing for the Guarantee of payment of the date Notes by such Subsidiary on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered basis provided in this Section 4.18 and (ii) to the Trustee an Officer’s Certificate and an Opinion extent any assets of Counselsuch Subsidiary are assets of the type which would constitute Collateral under the Security Documents, each stating that enter into such supplemental indenture complies with amendments, supplements or other instruments in such jurisdictions as may be required by applicable law to cause such assets to be made subject to the Lien of the applicable provisions of this IndentureSecurity Documents, that all conditions precedent in this Indenture relating together with such financing statements or comparable documents to such transaction have been satisfied, the extent required by and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualificationsthe limitations set forth herein and in the Applicable Security Principles and the Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions.

Additional Note Guarantees. IfOn the Issue Date, each of the Guarantors will Guarantee the Notes in the manner and on the terms set forth in ARTICLE X hereof. After the Issue Date, if any of the Company’s domestic Restricted Subsidiaries (other than any domestic Restricted Subsidiary that is a Receivable Subsidiary or an Immaterial Subsidiary), (1) becomes a borrower under any Material Debt Facility or (2) Guarantees (a) any Debt of the Company or (b) any Debt of the Company’s domestic Restricted Subsidiaries, in the case of either (a) or (b), incurred under any Material Debt Facility, then the Company shall, within 15 days of such event, cause such Restricted Subsidiary to Guarantee the Notes. Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Person that becomes a Guarantor after the Issue Date: (1) the Issuer or any of its Subsidiaries acquires or creates another Domestic Subsidiary that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or Date shall also become a Guarantor (other than Indebtedness owing party to the Issuer or any applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of its Subsidiaries) trust (in each case, in substantially the same form as those executed and delivered with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing respect to the Issuer Collateral on the Issue Date or any such later date as required by SECTION 4.22), certificates and opinions of its Subsidiaries) with an aggregate principal amount greater than or equal counsel (subject to $100.0 millionSECTION 4.22(iv), to the extent, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the Collateral Trustee a perfected first-priority security interest (subject to Permitted Liens) in properties and assets of Exhibit H within 30 Business Days of the date on which it was acquired such Guarantors that constitute Collateral as security for such Guarantor’s Note Guarantee and as may be necessary to have such property or created or became an Additional Obligor. In addition, the Issuer shall have delivered asset added to the Trustee an Officer’s Certificate Collateral as required under the Security Documents and an Opinion of Counselthis Indenture, each stating that such supplemental indenture complies with the applicable and thereupon all provisions of this Indenture, that all conditions precedent in this Indenture and the applicable Security Documents relating to the Collateral shall be deemed to relate to such transaction have been satisfied, properties and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against assets to the new Guarantor, subject same extent and with the same force and effect. Each Guarantee will be released pursuant to customary qualificationsSECTION 10.6 and 10.7.

Additional Note Guarantees. IfThe Parent Guarantor shall not permit any of its Restricted Subsidiaries (other than any Securitization Subsidiary or Foreign Subsidiary) that is a Wholly Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly Owned Subsidiary if such non-Wholly Owned Subsidiary guarantees other capital markets debt securities of an Issuer or a Guarantor), on other than the Issuers or after the Issue DateSubsidiary Guarantors, to guarantee the payment of any Debt of any Issuer or any other Guarantor incurred under any Credit Facility or other capital markets debt securities unless: (1) the such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Note Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Debt of any Issuer or any Guarantor, if such Debt is by its express terms subordinated in right of its Subsidiaries acquires or creates another Domestic Subsidiary that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing payment to the Issuer Notes or such Guarantor’s Note Guarantee, any such Note Guarantee by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of its Subsidiaries) with an aggregate principal amount greater than or equal payment to $100.0 millionsuch Note Guarantee substantially to the same extent as such Debt is subordinated to the Notes; orand (2) such Restricted Subsidiary waives and shall not in any Domestic Subsidiary manner whatsoever claim or take the benefit or advantage of, any rights of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement reimbursement, indemnity or subrogation or any other capital markets Indebtedness rights against any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.12 shall not be applicable to any Note Guarantee of any Restricted Subsidiary that existed at the Issuer or time such Person became a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, Restricted Subsidiary and that Subsidiary was not incurred in connection with, or in contemplation of, such Person becoming a Guarantor immediately prior to such Restricted Subsidiary. Each Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may shall be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially released in the form of Exhibit H within 30 Business Days of the date on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies accordance with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied, and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualificationsSection 10.10.

Additional Note Guarantees. If, on or after In the Issue Dateevent that: (1) the Issuer Company or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to a Foreign Subsidiary that constitutes an Excluded Restricted Subsidiary) after the Issuer Issue Date; (2) the Parent Entity acquires or any of its Subsidiaries) with an aggregate principal amount greater than creates another entity having a direct or equal to $100.0 millionindirect ownership interest in the Company after the Issue Date; or (23) PDC Capital Corporation (A) owns any Domestic Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (assets other than Indebtedness owing to nominal assets and its common stock ownership of AWA Bermuda after the Issuer Issue Date and (B) is not prohibited from guaranteeing the Notes by any applicable law, regulation or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 millioncontractual restriction at such time, and that Subsidiary was not a Guarantor immediately prior to then, in each case, such Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary Restricted Subsidiary, such newly acquired or Additional Obligorcreated entity having a direct or indirect ownership interest in the Company or PDC Capital Corporation, as the case may be be, will: (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially and an amendment, supplement or other instrument in respect of the form Intercreditor Agreements and the Security Documents reasonably satisfactory to the Trustee and the Collateral Agent (if not then the Trustee) and deliver it to the Trustee under the Security Documents, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of Exhibit H the Lien created under the Security Documents on the Collateral; and (ii) deliver an Opinion of Counsel relating to the foregoing reasonably satisfactory to the Trustee within 30 ten Business Days of the date on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion occurrence of Counsel, each stating that such supplemental indenture complies with the applicable provisions any event described in clauses (1) through (3) of this Indenture, Section 4.19; provided that all conditions precedent in this Indenture relating to such transaction have been satisfied, any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, will not be subject to customary qualificationsthis Section 4.19 until such time as it ceases to be an Immaterial Subsidiary.

Additional Note Guarantees. If, on or after (a) After the Issue Date: , the Company will, within 30 days of the event giving rise to such requirement, cause each of its Restricted Subsidiaries (other than any Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a borrower under any Credit Facility or (2) Guarantees any Debt of the Issuer Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary that Guarantees Incurred under any Indebtedness under Credit Facility to Guarantee the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing Notes pursuant to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit H within 30 Business Days D attached to this Indenture (or such other documents or instruments in form reasonably satisfactory to the Trustee) (subject to the limitations in Article 10 hereto) and execute joinders to Collateral Documents or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration of the date on any period during which it was acquired or created or became an Additional Obligor. In additionno such Credit Facilities exist, the Issuer Company will cause a sufficient number of its Restricted Subsidiaries to Guarantee the Notes such that (i) each Non-Guarantor Subsidiary comprises no more than 5% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Note Guarantee shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies be released in accordance with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied, and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualificationsSection 10.07.