Common use of Additional Note Guarantees Clause in Contracts

Additional Note Guarantees. (a) The Company covenants and agrees that, at any time after the date hereof any of the Company’s Wholly-Owned Restricted Subsidiaries that is not at such time a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) 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 a Significant Subsidiary) by executing a Supplemental Indenture substantially in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and Opinion of Counsel and to comply in all respects with the provisions of this Indenture and the Notes, as applicable; provided, however, that 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 accordance 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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.

Additional Note Guarantees. (a) The Company covenants and agrees that, at any time after After the date hereof any of the Company’s Wholly-Owned Restricted Subsidiaries that is not at such time a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary)Issue Date, the Company shallwill, after becoming aware within 30 calendar days of the event giving rise to such eventrequirement, cause each of its Restricted Subsidiaries (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned other than any Restricted Subsidiary (an “Additional Subsidiary Guarantor”) 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 “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a Significant Subsidiaryborrower under any Credit Facility or (2) by executing Guarantees any Debt of the Company or any of its Restricted Subsidiaries Incurred under any Credit Facility to Guarantee the Notes pursuant to a Supplemental Indenture supplemental indenture substantially in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and Opinion of Counsel and D attached to comply in all respects with the provisions of this Indenture (or such other documents or instruments in form reasonably satisfactory to the Trustee) (subject to the limitations in Article 10) and execute joinders to Collateral Documents (including the NotesCollateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, as applicable; providedfor the duration of any period during which no such Credit Facilities exist, howeverthe 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, that each Additional Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under such additional note guarantee in the aggregate, no more than 10% of (“Additional Note Guarantee”x) only in accordance with Section 10.2Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) The Company shall, following Each Note Guarantee will state that it will be limited to an amount not to exceed the date hereof, conduct an investigation and make a determination no later than 90 days following maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the end of the first, second and third quarter of each fiscal year, based on the financial information for the preceding quarter, and no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal yearGuarantee, as it relates to whether any Subsidiary has become a such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (ic) Wholly-Owned Restricted Subsidiary and (ii) a Significant SubsidiaryEach Note Guarantee shall be released in accordance with the provisions of Section 10.07.

Additional Note Guarantees. (a) The Company covenants and agrees thatIf, at any time on or after the date hereof Issue Date: (1) the Issuer or any of its Subsidiaries acquires or creates another Domestic Subsidiary that Guarantees any Indebtedness under the Company’s Wholly-Owned Restricted Subsidiaries that is not at such time a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Designation 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 as was not a Guarantor immediately prior to such Guarantee (an Unrestricted Subsidiary“Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the Company shall, after becoming aware of such event, case may be (i) promptly notify the Trustee in writing of such event shall become a Guarantor and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) concurrently to become execute 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 a Significant Subsidiary) by executing a Supplemental Indenture supplemental indenture substantially in the form of Exhibit E hereto and providing 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 with an Officers’ 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 and shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to comply in all respects with the provisions of this Indenture and the Notes, as applicable; provided, however, that 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 accordance with Section 10.2customary qualifications. (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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.

Additional Note Guarantees. (a) The If the Company covenants and agrees that, at any time after the date hereof or any of the Company’s Wholly-its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiaries Subsidiary that is not at such time a Domestic Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary), that guarantees payment by the Company shall, after becoming aware of such event, Indebtedness under (i) promptly notify the Trustee in writing of such event and any syndicated Credit Facility or (ii) cause such Wholly-capital markets debt securities of the Company or any other Guarantor after the Issue Date, then that newly acquired or created Wholly Owned Restricted Subsidiary (an “Additional that is a Domestic Subsidiary Guarantor”) concurrently to will become a Subsidiary Guarantor on and execute 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 a Significant Subsidiary) by executing a Supplemental Indenture supplemental indenture substantially in the form of Exhibit E hereto and providing within 60 days of the Trustee date on which it guarantees such Indebtedness; provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with an Officers’ Certificate and Opinion of Counsel and to comply in all respects with the provisions of this Indenture and the NotesSection 4.17 hereof, as applicable; provided, further, however, that each Additional Subsidiary Guarantor will this covenant shall not be automatically and unconditionally released and discharged from its applicable in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such additional note guarantee (“Additional Note Guarantee”) only in accordance with Section 10.2. (b) Subsidiary would not be permitted under applicable law. The Company shallmay elect, following in its sole discretion, to cause or allow, as the date hereofcase may be, conduct an investigation 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 not be required to comply with the 60-day period described above and make a determination no later than 90 days following such Note Guarantee may be released at any time in the end Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the first, second and third quarter release of each fiscal year, based on the financial information for the preceding quarter, and no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any such Guarantee) assuming such Subsidiary has become were not a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant SubsidiaryGuarantor at such time.

Additional Note Guarantees. (a) The Company covenants and agrees that, at any time after the date hereof Parent Guarantor shall not permit any of the Company’s Wholly-Owned its Restricted Subsidiaries (other than any Securitization Subsidiary or Foreign Subsidiary) that is not at such time a Subsidiary Guarantor becomes a Significant Wholly Owned Subsidiary (including upon and any Domestic Subsidiary that is a Revocation non-Wholly Owned Subsidiary if such non-Wholly Owned Subsidiary guarantees other capital markets debt securities of the Designation Issuer or a Guarantor), other than the Issuer or the Subsidiary 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 payment to the 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 payment to such Note Guarantee substantially to the same extent as such Debt is subordinated to the Notes; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any other Restricted Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware a result of any payment by such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional under its Guarantee; provided that this Section 4.12 shall not be applicable to any Note Guarantee of any Restricted Subsidiary Guarantor”) concurrently to become that existed at the time such Person became a Restricted Subsidiary Guarantor on and was not incurred in connection with, or in contemplation of, such Person becoming a senior basis (promptly following the determination Restricted Subsidiary. Each Guarantee shall be released in accordance with the terms of this Indenture that such Restricted Subsidiary is a Wholly-Owned Subsidiary and a Significant Subsidiary) by executing a Supplemental Indenture substantially in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and Opinion of Counsel and to comply in all respects with the provisions of this Indenture and the Notes, as applicable; provided, however, that 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 accordance with Section 10.210.10. (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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.

Additional Note Guarantees. If, after the date of this Indenture, the Company or any Restricted Subsidiary of the Company forms or acquires any Restricted Subsidiary, then the Company shall cause such Restricted Subsidiary to, within 30 Business Days after the date of such event: (a) The Company covenants execute and agrees that, at any time after deliver to the date hereof any 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 Wholly-Owned Restricted Subsidiaries that is not at such time a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of obligations under the Designation of a Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event Notes and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) concurrently to become a Subsidiary Guarantor this Indenture on a senior basis (promptly following the determination in accordance with the terms of set forth in this Indenture that 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 is a Wholly-Owned Subsidiary to the same extent as that set forth in this Indenture and a Significant Subsidiarythe Security Documents and take all actions required by the Security Documents to perfect such Lien; and (c) by executing a Supplemental Indenture substantially in the form of Exhibit E hereto and providing deliver to the Trustee with and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel and to comply in all respects with the provisions of this Indenture Counsel, each certifying that such supplemental indenture and the Notes, as applicable; provided, however, that each Additional Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under such additional note guarantee (“Additional Note Guarantee”) only other documents described in accordance with Section 10.2. clause (b) The Company shallabove have been duly authorized, following the date hereof, conduct an investigation executed 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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned delivered by such Restricted Subsidiary and (ii) constitute a Significant valid and legally binding and enforceable obligations of such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes.

Additional Note Guarantees. In the event that: (a1) The the Company covenants and agrees that, at or any time of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary (other than a Foreign Subsidiary that constitutes an Excluded Restricted Subsidiary) after the date hereof Issue Date; (2) the Parent Entity acquires or creates another entity having a direct or indirect ownership interest in the Company after the Issue Date; or (3) PDC Capital Corporation (A) owns any assets other than nominal assets and its common stock ownership of AWA Bermuda after the Company’s Wholly-Owned Restricted Subsidiaries that Issue Date and (B) is not prohibited from guaranteeing the Notes by any applicable law, regulation or contractual restriction at such time time, then, in each case, such newly acquired or created Restricted Subsidiary, such newly acquired or created entity having a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary), direct or indirect ownership interest in the Company shallor PDC Capital Corporation, after becoming aware of such eventas the case may be, will: (i) promptly notify become a Guarantor and execute a supplemental indenture and an amendment, supplement or other instrument in respect of the 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 writing 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 such event the Lien created under the Security Documents on the Collateral; and (ii) cause such Wholly-Owned Restricted Subsidiary (deliver an “Additional Subsidiary Guarantor”) 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 a Significant Subsidiary) by executing a Supplemental Indenture substantially in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and Opinion of Counsel and relating to comply the foregoing reasonably satisfactory to the Trustee within ten Business Days of the occurrence of any event described in all respects with the provisions clauses (1) through (3) of this Indenture and the Notes, as applicableSection 4.19; provided, however, provided that each Additional any Restricted Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under such additional note guarantee (“Additional Note Guarantee”) only in accordance with Section 10.2. (b) The Company shall, following the date hereof, conduct that constitutes 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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Immaterial Subsidiary has need not become a (i) Wholly-Owned Restricted Subsidiary Guarantor and (ii) a Significant will not be subject to this Section 4.19 until such time as it ceases to be an Immaterial Subsidiary.

Additional Note Guarantees. (a) The Company covenants and agrees that, at If any time after the date hereof any direct or indirect Restricted Subsidiary of the Company’s Wholly-Owned Restricted Parent (other than the Issuer and Excluded Subsidiaries that is not at such time a (except any Excluded Subsidiary Guarantor which becomes a Significant Subsidiary (including upon a Revocation of guarantor under the Designation of a Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) concurrently to become a Subsidiary Guarantor on a senior basis (promptly following the determination 2024 Credit Agreement in accordance with the terms of this Indenture the 2024 Credit Agreement)) that is not a Subsidiary Guarantor 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 is to (i) enter into a Wholly-Owned supplemental indenture pursuant to which such Restricted Subsidiary shall agree to Guarantee the Issuer’s Obligations under the Notes, fully and unconditionally and on a Significant Subsidiarysenior basis, and (ii) 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 supplemental indenture in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and Opinion of Counsel and attached to comply in all respects with the provisions of this Indenture and providing for the Notes, as applicable; provided, however, that 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 accordance 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 Guarantee of payment of the first, second and third quarter of each fiscal year, based Notes by such Subsidiary on the financial information for the preceding quarter, and no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary basis provided in this Section 4.18 and (ii) to the extent any assets of such 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 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 Significant Subsidiaryfinancing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions.

Additional Note Guarantees. If, after the date of this Indenture: (a) The the Company covenants and agrees that, at any time after the date hereof 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) cause such Subsidiary to become a Guarantor and execute a supplemental indenture pursuant to which such Subsidiary shall unconditionally (to the extent permitted by applicable law or regulation) guarantee the Company’s Wholly-Owned Restricted Subsidiaries obligations under this Indenture and the Notes on the terms set forth in this Indenture (the form of such supplemental indenture is attached as Exhibit F hereto); (2) take such further actions and execute and deliver such other documents specified in this Indenture; and (3) deliver to the Trustee an Opinion of Counsel that is not at such supplemental indenture 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 a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of as the Designation of a Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware Note Guarantee of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) concurrently to become a Subsidiary Guarantor on a senior basis (promptly following the determination may be released in accordance with the terms of this Indenture that such Restricted Subsidiary is a Wholly-Owned Subsidiary and a Significant Subsidiary) by executing a Supplemental Indenture substantially in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and Opinion of Counsel and to comply in all respects with the provisions of this Indenture and the Notes, as applicable; provided, however, that 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 accordance with Section 10.2Indenture. (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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.

Additional Note Guarantees. (a) The If the Company covenants and agrees that, at any time after the date hereof or any of the Company’s Wholly-Owned Restricted its Subsidiaries acquires or creates another Domestic Subsidiary that is not at such time a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) 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 after the Issue Date that guarantees or otherwise becomes an obligor with respect to any Indebtedness of the Company or any of its Subsidiaries under a Credit Facility, then such Domestic Subsidiary will become a Guarantor and execute a Significant Subsidiary) by executing a Supplemental Indenture substantially in the form of Exhibit E hereto supplemental indenture and providing the Trustee with deliver an Officers’ Certificate and Opinion of Counsel and to comply in all respects the Trustee within 45 Business Days of the date such Domestic Subsidiary guarantees or otherwise becomes an obligor with respect to any Indebtedness of the provisions Company or any of this Indenture and the Notes, 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 applicable; provided, however, it ceases to be an Immaterial Subsidiary. Each Note Guarantee of a Domestic Subsidiary that each Additional is a Wholly-Owned Subsidiary Guarantor will provide by its terms that it will be automatically released under the circumstances described in Article 9. Beginning on the Fall Away Date with respect to a series of Notes and unconditionally released and discharged from its obligations under continuing at all times thereafter regardless of any subsequent changes in the ratings of the Notes of such additional note guarantee (“Additional Note Guarantee”) only series, this Section 4.06 will permanently cease to be in accordance effect with Section 10.2. (b) respect to the Notes of such series. The Company shallmay elect, following the date hereofin its sole discretion, 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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether cause any Subsidiary has that is not otherwise required to be a Guarantor to become a (i) Wholly-Owned Restricted Guarantor, in which case such Subsidiary and (ii) a Significant Subsidiaryshall not be required to comply with the 45 Business Day period described above.

Additional Note Guarantees. (a) The Company covenants and agrees thatIf, at any time after the date hereof of this Indenture, any Restricted Subsidiary of the Company’s Wholly-Owned Restricted Subsidiaries Issuer that is not at such time already a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation guarantees any Indebtedness of the Designation of Issuer or any Guarantor under a Credit Facility, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any Credit Facility, then in either case that Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) concurrently to will 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 a Significant Subsidiary) by executing a Supplemental Indenture supplemental indenture substantially in the form of Exhibit E F hereto and providing delivering it to the Trustee with an Officers’ Certificate and Opinion within 20 Business Days of Counsel and to comply in all respects with the provisions of this Indenture and the Notesdate on which it guaranteed or incurred such Indebtedness, as applicablethe case may be; provided, however, that each Additional the preceding shall not apply to Subsidiaries of the Issuer that have been properly designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary Guarantor will 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 and discharged from its obligations under upon the release or discharge of the guarantee that resulted in the creation of such additional note guarantee (“Additional Restricted Subsidiary’s Note Guarantee”) only in accordance with Section 10.2, except a discharge or release by, or as a result of payment under, such guarantee. (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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.

Additional Note Guarantees. If, after the Issue Date, (a) The Company covenants and agrees that, at any time after the date hereof any of the Company’s Wholly-Owned Restricted Subsidiaries that is not at such time a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-forms or acquires any Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary or (an “Additional b) any Unrestricted Subsidiary Guarantor”) concurrently to become is designated a Restricted Subsidiary Guarantor on a senior basis (promptly following the determination in accordance with the terms of this Indenture that Section 4.17 and, such designated Restricted Subsidiary is a Wholly-Wholly Owned Restricted Subsidiary and a Significant Domestic Subsidiary) , in each case, that is not already a Guarantor, then, in each case, that Subsidiary will become a Guarantor by executing a Supplemental Indenture supplemental indenture in substantially in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and Opinion of Counsel and to comply in all respects with the provisions of this Indenture and the NotesD within 60 days after its formation, acquisition or designation, as applicable; providedprovided that (x) the Company may elect, howeverin its sole discretion, to cause any Subsidiary that each Additional 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 will be automatically and unconditionally released and discharged from its if any Subsidiary is prohibited by applicable Law or contractual obligations under such additional note guarantee (“Additional Note Guarantee”) only in accordance with Section 10.2. (b) The Company shall, following existing on the date hereofsuch Subsidiary is acquired, 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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal yearformed or designated, as to whether applicable (so long as such contractual obligations are not entered into in contemplation of circumventing the requirements of this Section 4.16) from providing a Note Guarantee or if providing the Note Guarantee would require governmental (including regulatory) or other third-party consent, approval, license or authorization (other than any Subsidiary consent or authorization which has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiarybeen obtained).

Additional Note Guarantees. (a) The Company covenants and agrees thatIf, at any time after the date hereof of this Indenture, any Restricted Subsidiary of the Company’s Wholly-Owned Restricted Subsidiaries CNX Midstream that is not at such time already a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation guarantees any Indebtedness of either of the Designation of Issuers or any Guarantor under a Credit Facility, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any Credit Facility, then in either case that Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) concurrently to will 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 a Significant Subsidiary) by executing a Supplemental Indenture supplemental indenture substantially in the form of Exhibit E F hereto and providing delivering it to the Trustee with an Officers’ Certificate and Opinion within 20 Business Days of Counsel and to comply in all respects with the provisions of this Indenture and the Notesdate on which it guaranteed or incurred such Indebtedness, as applicablethe case may be; provided, however, that each Additional the preceding shall not apply to Subsidiaries of CNX Midstream that have been properly designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary Guarantor will 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 and discharged from its obligations under upon the release or discharge of the guarantee that resulted in the creation of such additional note guarantee (“Additional Restricted Subsidiary’s Note Guarantee”) only in accordance with Section 10.2, except a discharge or release by, or as a result of payment under, such guarantee. (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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.

Additional Note Guarantees. (a) The Company covenants and agrees thatIf, at any time on or after the date hereof Issue Date: (1) the Issuer or any of the Company’s Wholly-Owned its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary that is not at such time a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation Guarantees any Indebtedness under the Senior Secured Credit Facility or any other capital markets Indebtedness of the Designation Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Restricted 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 any Indebtedness under the Senior Secured Credit Facility or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Restricted Subsidiaries) with a principal amount greater than or equal to $100.0 million, and that Subsidiary as was not a Guarantor immediately prior to such Guarantee (an Unrestricted Subsidiary“Additional Obligor”), then that newly acquired or created Subsidiary or Additional Obligor, as the Company shall, after becoming aware of such event, case may be shall (i) promptly notify the Trustee in writing of such event become a Guarantor and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) concurrently to become execute 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 a Significant Subsidiary) by executing a Supplemental Indenture supplemental indenture substantially in the form of Exhibit E hereto and providing 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 deliver to the Trustee with an Officers’ Officer’s Certificate and an Opinion of Counsel and to comply in all respects Counsel, each stating that such supplemental indenture complies with the applicable provisions of this Indenture and the Notes, as applicable; provided, howeverIndenture, that each Additional Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under all conditions precedent in this Indenture relating to such additional note guarantee (“Additional Note Guarantee”) only in accordance with Section 10.2transaction have been satisfied. (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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.

Additional Note Guarantees. (a) The After the Issue Date, the Company covenants and agrees that, at any time after the date hereof any will cause each of the Company’s Wholly-Owned its Domestic Restricted Subsidiaries that is not at such time a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation borrower under, or Guarantees any Indebtedness of the Designation Company or any of its Restricted Subsidiaries Incurred under, any Credit Agreement or any other Credit Facility with any aggregate principal amount outstanding in excess of $25.0 million, in each case within 25 Business Days of the date that such Indebtedness has been Incurred or has been guaranteed, to execute and deliver to the Trustee a supplemental indenture pursuant to which such Domestic Restricted Subsidiary as an Unrestricted 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 shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) will also cause such Wholly-Owned 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 (an “Additional Subsidiary Guarantor”) concurrently without rendering the Guarantee, as it relates 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 a Significant Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) by executing a Supplemental Indenture substantially in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and Opinion of Counsel and to comply in all respects with the provisions of this Indenture and the Notes, as applicable; provided, however, that each Additional Subsidiary Guarantor Each Note Guarantee will be automatically and unconditionally released and discharged from its obligations under such additional note guarantee (“Additional Note Guarantee”) only in accordance 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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.

Additional Note Guarantees. (a) The If the Company covenants and agrees that, at any time after the date hereof or any of the Company’s Wholly-Owned its Restricted Subsidiaries acquires or creates another Domestic Subsidiary that is not at such time a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) 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 after the date of this Indenture that guarantees or otherwise becomes an obligor with respect to any Indebtedness of the Company or any of its Restricted Subsidiaries under a Credit Facility, then such Domestic Subsidiary will become a Guarantor and execute a Significant Subsidiary) by executing a Supplemental Indenture substantially in the form of Exhibit E hereto supplemental indenture and providing the Trustee with deliver an Officers’ Certificate and Opinion of Counsel and to comply in all respects the Trustee within 45 Business Days of the date such Domestic Subsidiary guarantees or otherwise becomes an obligor with respect to any Indebtedness of the provisions Company or any of this Indenture and the Notesits Restricted Subsidiaries under a Credit Facility; provided that any such Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Captive Insurance Subsidiary or a Securitization Subsidiary, as applicable; providedthe case may be, howeverneed not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary, a Captive Insurance Subsidiary or a Securitization Subsidiary, as the case may be. Each Note Guarantee of a Domestic Subsidiary that each Additional is a Wholly-Owned Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged from its obligations under the circumstances described in Article 10. The form of such additional note guarantee (“Additional Note Guarantee”) only in accordance with Section 10.2supplemental indenture is attached as Exhibit E hereto. (b) The Company shallmay elect, following the date hereofin its sole discretion, 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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether cause any Subsidiary has that is not otherwise required to be a Guarantor to become a (i) Wholly-Owned Restricted Guarantor, in which case such Subsidiary and (ii) a Significant Subsidiaryshall not be required to comply with the 45 business day period described in Section 4.15(a).

Additional Note Guarantees. (a) The Company covenants On the Issue Date, each of the Guarantors will Guarantee the Notes in the manner and agrees thaton the terms set forth in ARTICLE X hereof. After the Issue Date, at any time after the date hereof if any of the Company’s Wholly-Owned domestic Restricted Subsidiaries (other than any domestic Restricted Subsidiary that is not at such time a Receivable Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of the Designation of a Subsidiary as or an Unrestricted 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, after becoming aware within 15 days of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) 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 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 Wholly-Owned Subsidiary Guarantor after the Issue Date shall also become a party to the applicable Security Documents and a Significant Subsidiary) shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in each case, in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or such later date as required by executing a Supplemental Indenture SECTION 4.22), certificates and opinions of counsel (subject to SECTION 4.22(iv), to the extent, and 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 E hereto such Guarantors that constitute Collateral as security for such Guarantor’s Note Guarantee and providing as may be necessary to have such property or asset added to the Trustee with an Officers’ Certificate Collateral as required under the Security Documents and Opinion of Counsel this Indenture, and to comply in thereupon all respects with the provisions of this Indenture and the Notes, as applicable; provided, however, that each Additional Subsidiary Guarantor applicable Security Documents relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Guarantee will be automatically released pursuant to SECTION 10.6 and unconditionally released and discharged from its obligations under such additional note guarantee (“Additional Note Guarantee”) only in accordance with Section 10.210.7. (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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.

Additional Note Guarantees. (a) The Company covenants and agrees that, at any time after After the date hereof any of the Company’s Wholly-Owned Restricted Subsidiaries that is not at such time a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary)Issue Date, the Company shallwill, after becoming aware within 30 days of the event giving rise to such eventrequirement, cause each of its Restricted Subsidiaries (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned other than any Restricted Subsidiary (an “Additional Subsidiary Guarantor”) 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 “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a Significant Subsidiaryborrower under any Credit Facility or (2) by executing Guarantees any Debt of the Company or any of its Restricted Subsidiaries Incurred under any Credit Facility to Guarantee the Notes pursuant to a Supplemental Indenture supplemental indenture substantially in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and Opinion of Counsel and D attached to comply in all respects with the provisions of 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 Notesliens created thereunder; provided that, as applicable; providedfor the duration of any period during which no such Credit Facilities exist, howeverthe 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, that each Additional Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under such additional note guarantee in the aggregate, no more than 10% of (“Additional Note Guarantee”x) only in accordance with Section 10.2Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) The Company shall, following Each Note Guarantee will state that it will be limited to an amount not to exceed the date hereof, conduct an investigation and make a determination no later than 90 days following maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the end of the first, second and third quarter of each fiscal year, based on the financial information for the preceding quarter, and no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal yearGuarantee, as it relates to whether any Subsidiary has become a such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (ic) Wholly-Owned Restricted Subsidiary and (ii) a Significant SubsidiaryEach Note Guarantee shall be released in accordance with the provisions of Section 10.07.

Additional Note Guarantees. (a) The Company covenants and agrees that, at any time after the date hereof Parent Guarantor shall not permit any of the Company’s Wholly-Owned its Restricted Subsidiaries (other than any Securitization Subsidiary or Foreign Subsidiary) that is not at such time a Subsidiary Guarantor becomes a Significant Wholly Owned Subsidiary (including upon and any Domestic Subsidiary that is a Revocation non-Wholly Owned Subsidiary if such non-Wholly Owned Subsidiary guarantees other capital markets debt securities of an Issuer or a Guarantor), other than the Designation Issuers or the Subsidiary 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) 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 payment to the 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 payment to such Note Guarantee substantially to the same extent as such Debt is subordinated to the Notes; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any other Restricted Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware a result of any payment by such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional under its Guarantee; provided that this Section 4.12 shall not be applicable to any Note Guarantee of any Restricted Subsidiary Guarantor”) concurrently to become that existed at the time such Person became a Restricted Subsidiary Guarantor on and was not incurred in connection with, or in contemplation of, such Person becoming a senior basis (promptly following the determination Restricted Subsidiary. Each Guarantee shall be released in accordance with the terms of this Indenture that such Restricted Subsidiary is a Wholly-Owned Subsidiary and a Significant Subsidiary) by executing a Supplemental Indenture substantially in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and Opinion of Counsel and to comply in all respects with the provisions of this Indenture and the Notes, as applicable; provided, however, that 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 accordance with Section 10.210.10. (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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.

Additional Note Guarantees. (a) The Company covenants and agrees thatIf, at any time on or after the date hereof Issue Date: (1) the Issuer or any of the Company’s Wholly-Owned Restricted its Subsidiaries that is not at such time a Subsidiary Guarantor becomes a Significant acquires or creates another Domestic Subsidiary (including upon other than a Revocation Receivables Entity) that incurs any Indebtedness under Credit Facilities (other than the Senior Secured Credit Facilities) or any syndicated loan or capital markets debt securities or guarantees any such Indebtedness of the Designation Parent Guarantor or any of its Domestic Subsidiaries; or (2) any Domestic Subsidiary (other than a Receivables Entity) of the Issuer incurs Indebtedness under Credit Facilities (other than the Senior Secured Credit Facilities) or any syndicated loan or capital markets debt securities or guarantees any such Indebtedness of the Issuer or any of its Domestic Subsidiaries and that Domestic Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware of was not a Guarantor immediately prior to such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary incurrence or guarantee (an “Additional Obligor”), then that newly acquired or created Domestic Subsidiary Guarantor”) concurrently to or Additional Obligor, as the case may be, shall become a Subsidiary Guarantor on and execute 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 a Significant Subsidiary) by executing a Supplemental Indenture supplemental indenture substantially in the form of Exhibit E hereto and providing J to this Indenture 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 with an Officers’ 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 the entry into such supplemental indenture have been satisfied, and such Opinion of Counsel and shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to comply in all respects with the provisions of this Indenture and the Notes, as applicable; provided, however, that 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 accordance with Section 10.2customary qualifications. (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 no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Subsidiary has become a (i) Wholly-Owned Restricted Subsidiary and (ii) a Significant Subsidiary.