Common use of Additional Subsidiary Guarantees Clause in Contracts

Additional Subsidiary Guarantees. If, after the Issue Date, the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 20 Business Days of the date on which it was acquired or created. The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any other Guarantor thereof unless such Restricted Subsidiary is a Guarantor or simultaneously becomes a Guarantor of the Notes and executes a supplemental indenture and delivers an Opinion of Counsel satisfactory to the Trustee, which Subsidiary Guarantee (i) if such other Indebtedness is a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form of such supplemental indenture is attached as Exhibit F hereto.

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiaryother Subsidiary Guarantor, then that newly acquired or created Domestic then, in each such case, such Subsidiary must become a Subsidiary Guarantor and execute by executing a supplemental indenture substantially in the form provided in this Indenture and deliver an Opinion of Counsel satisfactory delivering it to the Trustee within 20 Business Days business days of the date on which such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it was acquired shall be automatically and unconditionally released upon the release or created. The Company will not permit any discharge of its the guarantee which resulted in the creation of such Restricted SubsidiariesSubsidiary’s Guarantee, directly except a discharge or indirectlyrelease by, to or as a result of payment under, such guarantee or pledge any assets to secure the payment of and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Company Issuers or any other Guarantor thereof unless such Restricted Subsidiary is a Guarantor or simultaneously becomes a Guarantor of the Notes and executes a supplemental indenture and delivers an Opinion of Counsel satisfactory to the Trustee, which Subsidiary Guarantee (i) if such other Indebtedness is a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form of such supplemental indenture is attached as Exhibit F heretoanother Subsidiary.

Additional Subsidiary Guarantees. If, after the Issue DateDate , any Restricted Subsidiary that is not already a Subsidiary Guarantor (including any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company or any of its Restricted Subsidiaries acquires or creates another Domestic other Subsidiary, or if the Operating Company, if not then that newly acquired a Subsidiary Guarantor, guarantees any other Indebtedness of either of the Issuers or created Domestic any other Subsidiary or incurs any Indebtedness under any Credit Facility, then, in each such case, such Subsidiary must become a Subsidiary Guarantor and execute by executing a supplemental indenture substantially in the form of Annex A hereto and deliver delivering an Opinion of Counsel satisfactory to the Trustee pursuant to Section 7.02(b) within 20 Business Days 30 days of the date on which it became a Restricted Subsidiary or such other guarantee was acquired executed or createdsuch Indebtedness incurred, as applicable. The Company will not permit Notwithstanding the preceding, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted SubsidiariesSubsidiary’s Guarantee, directly except a discharge or indirectlyrelease by, to or as a result of payment under, such guarantee or pledge any assets to secure the payment of and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Company Issuers or another Subsidiary and (ii) any other Guarantor thereof unless Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is a Guarantor or simultaneously becomes a Guarantor of the Notes and executes a supplemental indenture and delivers designated an Opinion of Counsel satisfactory to the Trustee, which Unrestricted Subsidiary Guarantee (i) if such other Indebtedness is a Subordinated Obligation, will be senior to such other guarantee in accordance with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form of such supplemental indenture is attached as Exhibit F heretothis Indenture.

Additional Subsidiary Guarantees. If, after the Issue Date, If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic SubsidiarySubsidiary that is a Restricted Subsidiary after the date of this Indenture, then that newly acquired or created Domestic Subsidiary must will become a Guarantor and execute a supplemental indenture (substantially in the form of Exhibit C attached hereto) and deliver an Opinion of Counsel reasonably satisfactory to the Trustee within 20 45 Business Days of the date on which it was acquired or created. The Company will , provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not permit become a Guarantor until such time as it ceases to be an Immaterial Subsidiary, and provided further that any of its Restricted Subsidiaries, Domestic Subsidiary that is not directly or indirectly, to guarantee indirectly wholly-owned by the Company or pledge any assets to secure the payment of a Guarantor need not become a Guarantor unless (a) such Domestic Subsidiary guarantees any other Indebtedness of the Company or any other Guarantor thereof unless such a Restricted Subsidiary is a Guarantor or simultaneously (b) such Domestic Subsidiary, directly or indirectly, creates, incurs, assumes, guarantees or otherwise becomes a Guarantor of the Notes and executes a supplemental indenture and delivers an Opinion of Counsel satisfactory directly or indirectly liable, contingently or otherwise, with respect to any Indebtedness, other than Indebtedness owed to the Trustee, which Subsidiary Guarantee (i) if such other Indebtedness is Company or a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guaranteeRestricted Subsidiary. The form of such supplemental indenture Subsidiary Guarantee is attached as Exhibit F B hereto.

Additional Subsidiary Guarantees. If, after the Issue Date, the Company or If any of its the Issuer’s Restricted Subsidiaries acquires that is not a Subsidiary Guarantor other than a Foreign Subsidiary incurs or creates another Domestic Subsidiaryguarantees any Indebtedness, then the Issuer shall cause such Restricted Subsidiary to become a Subsidiary Guarantor; provided that newly any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor until such time as it ceases to be an Immaterial Subsidiary. If required to become a Subsidiary Guarantor pursuant to the immediately preceding sentence, such transferee or acquired or created Domestic other Restricted Subsidiary must become a Guarantor shall: (1) execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; and (2) deliver to the Trustee an Opinion of Counsel satisfactory to the Trustee within 20 Business Days of the date on which it was acquired or created. The Company will not permit any of its Restricted Subsidiariesthat such supplemental indenture has been duly authorized, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any other Guarantor thereof unless executed and delivered by such Restricted Subsidiary is and constitutes a Guarantor or simultaneously becomes a Guarantor of the Notes legal, valid, binding and executes a supplemental indenture and delivers an Opinion of Counsel satisfactory to the Trustee, which Subsidiary Guarantee (i) if such other Indebtedness is a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form enforceable obligation of such supplemental indenture is attached as Exhibit F heretoRestricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture.

Additional Subsidiary Guarantees. IfIf any of the Company’s Domestic Subsidiaries, after the Issue Date, including any Domestic Subsidiary that the Company or any of its Restricted Subsidiaries acquires may organize, acquire or creates another Domestic Subsidiaryotherwise invest in after the date of hereof, that is not a Guarantor guarantees or becomes otherwise obligated under the Senior Secured Credit Facility or the Existing Notes, then that newly acquired or created such Domestic Subsidiary must become a Guarantor shall (i) execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Subsidiary shall unconditionally guarantee all of the Issuers’ obligations under the Securities and this Indenture on the terms set forth in Article XV and (ii) deliver to the Trustee an Opinion of Counsel satisfactory that such supplemental indenture has been duly authorized, executed and delivered by such Domestic Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Subsidiary. Thereafter, such Domestic Subsidiary shall be a Guarantor for all purposes hereof; provided, however, that to the Trustee within 20 Business Days of the date on which it was acquired or created. The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any other Guarantor thereof unless such Restricted extent that a Domestic Subsidiary is subject to any instrument governing Acquired Debt, as in effect at the time of acquisition thereof, that prohibits such Domestic Subsidiary from issuing a Guarantor or simultaneously becomes a Guarantor of the Notes and executes Guarantee, such Domestic Subsidiary shall not be required to execute such a supplemental indenture and delivers an Opinion of Counsel satisfactory until it is permitted to issue such Guarantee pursuant to the Trustee, which Subsidiary Guarantee (i) if such other Indebtedness is a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form terms of such supplemental indenture is attached Acquired Debt; provided, further, however, that any such Guarantee shall be released as Exhibit F heretoprovided under Section 1504 hereof.

Additional Subsidiary Guarantees. If, after the Issue Date, If the Company or any of its Restricted Subsidiaries acquires acquires, creates or creates designates another Domestic SubsidiaryRestricted Subsidiary organized under the laws of the United States or any possession or territory thereof, any State of the United States or the District of Columbia, then that such newly acquired acquired, created or created Domestic designated Restricted Subsidiary must shall, within 30 days after the date of its acquisition, creation or designation, whichever is later, execute and deliver to the Trustee a supplemental indenture in substantially the form set forth in Exhibit C, pursuant to which such Subsidiary shall become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 20 Business Days of the date on which it was acquired or created. The Company will Securities in the manner set forth in Article XIII; provided, however, that such Restricted Subsidiary shall not permit any of its Restricted Subsidiaries, directly or indirectly, be obligated to guarantee or pledge any assets to secure become a Guarantor in the payment of any other Indebtedness of the Company or any other Guarantor thereof unless manner set forth above if such Restricted Subsidiary is not, either individually or when considered in the aggregate with all other Restricted Subsidiaries that are not Guarantors, a Significant Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor or simultaneously becomes for all purposes of this Indenture. In addition to the foregoing, the Company shall cause any Restricted Subsidiary that is not a Guarantor to become a Guarantor in the manner provided above within 30 days of such time as it becomes, either individually or when considered in the Notes and executes aggregate with all other Restricted Subsidiaries that are not Guarantors, a supplemental indenture and delivers an Opinion of Counsel satisfactory to the Trustee, which Subsidiary Guarantee (i) if such other Indebtedness is a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guaranteeSignificant Subsidiary. The form of such supplemental indenture is attached as Exhibit F heretoCompany at its option may also cause any other Restricted Subsidiary to become a Guarantor in the manner provided in this Section.

Additional Subsidiary Guarantees. If, after (a) If the Issue Date, the Company Issuers or any of its their Restricted Subsidiaries acquires shall acquire or creates create another Domestic Subsidiarydomestic Subsidiary after the date of this Indenture, then that such newly acquired or created Domestic Subsidiary shall become a Subsidiary Guarantor hereunder by executing a supplemental indenture substantially in the form of Exhibit B hereto and delivering an Opinion of Counsel, in accordance with the terms of Section 13.5 hereof. In addition to, and without limiting the generality of the foregoing covenant, the Company will cause New CDSC (on or promptly after the date on which New CDSC exercises the purchase option referred to in the RTI Asset Purchase Agreement) to execute and deliver a supplemental indenture substantially in the form of Exhibit B hereto and deliver an Opinion of Counsel, in accordance with the terms of Section 13.5 hereof. (b) If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees any Indebtedness incurred under the New Credit Facility then that Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel satisfactory to the Trustee within 20 Business Days of the date on which it was acquired or created. The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any other Guarantor thereof unless such Restricted Subsidiary is a Guarantor or simultaneously becomes a Guarantor of the Notes and executes a supplemental indenture and delivers an Opinion of Counsel satisfactory to the Trustee. Notwithstanding the foregoing, which any Subsidiary Guarantee (iof a Restricted Subsidiary that was incurred pursuant to this Section 4.21(b) if such other Indebtedness is a Subordinated Obligation, will shall provide by its terms that it shall be senior to such other automatically and unconditionally released upon the release or discharge of the guarantee with which resulted in the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form creation of such supplemental indenture is attached Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as Exhibit F heretoa result of payment under, such guarantee.

Additional Subsidiary Guarantees. If, after the Issue Date, If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary, other than a Receivables Subsidiary or a Non-Guarantor Subsidiary, after the date of this Indenture, then that newly acquired or created Domestic Subsidiary must will become a Guarantor and execute a Subsidiary Guarantee pursuant to a supplemental indenture and deliver an Opinion of Counsel reasonably satisfactory to the Trustee within 20 Business Days of the date on which it was acquired or created; provided, that any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Indenture shall not be required to become a Guarantor so long as it continues to constitute an Unrestricted Subsidiary. The Company will not permit Furthermore, if any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness Subsidiary of the Company or Company, other than a Receivables Subsidiary, ceases to be a Non-Guarantor Subsidiary at any other Guarantor thereof unless time, such Restricted Subsidiary is will become a Guarantor or simultaneously becomes and execute a Guarantor of the Notes and executes Subsidiary Guarantee pursuant to a supplemental indenture and delivers deliver an Opinion of Counsel reasonably satisfactory to the Trustee, Trustee within 20 Business Days of the date on which Subsidiary Guarantee (i) if such other Indebtedness is it ceases to be a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guaranteeNon-Guarantor Subsidiary. The form of such supplemental indenture Subsidiary Guarantee is attached as Exhibit F E hereto.

Additional Subsidiary Guarantees. If, after If any Restricted Subsidiary that is not already a Subsidiary Guarantor (including any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issue Date, Issuers or any Indebtedness of the Operating Company or any of its Restricted Subsidiaries acquires or creates another Domestic other Subsidiary, or if the Operating Company, if not then that newly acquired a Subsidiary Guarantor, guarantees any other Indebtedness of either of the Issuers or created Domestic any other Subsidiary or incurs any Indebtedness under any Credit Facility, then, in each such case, such Subsidiary must become a Subsidiary Guarantor and execute by executing a supplemental indenture substantially in the form of Annex A hereto and deliver delivering an Opinion of Counsel satisfactory to the Trustee pursuant to Section 7.02(b) within 20 Business Days 30 days of the date on which it became a Restricted Subsidiary or such other guarantee was acquired executed or createdsuch Indebtedness incurred, as applicable. The Company will not permit Notwithstanding the preceding, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted SubsidiariesSubsidiary’s Guarantee, directly except a discharge or indirectlyrelease by, to or as a result of payment under, such guarantee or pledge any assets to secure the payment of and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Company Issuers or another Subsidiary and (ii) any other Guarantor thereof unless Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is a Guarantor or simultaneously becomes a Guarantor of the Notes and executes a supplemental indenture and delivers designated an Opinion of Counsel satisfactory to the Trustee, which Unrestricted Subsidiary Guarantee (i) if such other Indebtedness is a Subordinated Obligation, will be senior to such other guarantee in accordance with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form of such supplemental indenture is attached as Exhibit F heretothis Indenture.

Additional Subsidiary Guarantees. If, after the Issue Date, the Company or If (a) any of its the Issuer’s Restricted Subsidiaries acquires that is not a Subsidiary Guarantor other than a Foreign Subsidiary guarantees any Indebtedness under a Credit Facility or creates another (b) any other Domestic SubsidiarySubsidiary that is not already a Subsidiary Guarantor guarantees any Indebtedness of the Issuer or a Subsidiary Guarantor, in each case, then the Issuer shall cause such Restricted Subsidiary to become a Subsidiary Guarantor; provided that newly any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor until such time as it ceases to be an Immaterial Subsidiary. If required to become a Subsidiary Guarantor pursuant to the immediately preceding sentence, such transferee or acquired or created Domestic other Restricted Subsidiary must become a Guarantor shall within 30 days of such guarantee: (1) execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Third Supplemental Indenture on the terms set forth in this Third Supplemental Indenture; and (2) deliver to the Trustee an Opinion of Counsel satisfactory to the Trustee within 20 Business Days of the date on which it was acquired or created. The Company will not permit any of its Restricted Subsidiariesthat such supplemental indenture has been duly authorized, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any other Guarantor thereof unless executed and delivered by such Restricted Subsidiary is and constitutes a Guarantor or simultaneously becomes a Guarantor of the Notes legal, valid, binding and executes a supplemental indenture and delivers an Opinion of Counsel satisfactory to the Trustee, which Subsidiary Guarantee (i) if such other Indebtedness is a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form enforceable obligation of such supplemental indenture is attached as Exhibit F heretoRestricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Third Supplemental Indenture.

Additional Subsidiary Guarantees. If, after the Issue Date, (a) If the Company or any of its Restricted Subsidiaries acquires shall acquire or creates create another Domestic Subsidiary, Subsidiary then that such newly acquired or created Domestic Subsidiary must become a Guarantor and shall execute a supplemental indenture and deliver an Opinion becoming a Subsidiary Guarantor in accordance with the terms of Counsel satisfactory to the Trustee within 20 Business Days this Indenture. (b) A Subsidiary Guarantor may not sell or otherwise dispose of the date on which it was acquired all or created. The Company will not permit any substantially all of its Restricted Subsidiariesassets to, directly or indirectlyconsolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), to guarantee or pledge any assets to secure the payment of any another Person, other Indebtedness of than the Company or another Subsidiary Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other Guarantor thereof unless such Restricted than the Subsidiary Guarantor) is a Guarantor corporation, partnership, limited liability company or simultaneously becomes a Guarantor business trust organized or existing under the laws of the Notes United States, any state thereof or the District of Columbia and executes assumes all the obligations of that Subsidiary Guarantor under the Indenture, its Subsidiary Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture and delivers an Opinion of Counsel satisfactory to the Trustee; or (B) such sale or other disposition complies with the “Limitation on Asset Sale” covenant of the Indenture, which including the application of the Net Proceeds therefrom. (c) The Subsidiary Guarantee (i) if such other Indebtedness is of a Subordinated Obligation, Subsidiary Guarantor will be senior released in connection with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such other guarantee transaction) the Company or another Subsidiary of the Company, if the sale of all such Capital Stock of that Subsidiary Guarantor complies with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form of such supplemental indenture is attached as Exhibit F heretoSection 4.11 herein.

Additional Subsidiary Guarantees. If, after the Issue Date, the Company or If (a) any of its the Issuer’s Restricted Subsidiaries acquires that is not a Subsidiary Guarantor other than a Foreign Subsidiary guarantees any Indebtedness under a Credit Facility or creates another (b) any other Domestic SubsidiarySubsidiary that is not already a Subsidiary Guarantor guarantees any Indebtedness of the Issuer or a Subsidiary Guarantor, in each case, then the Issuer shall cause such Restricted Subsidiary to become a Subsidiary Guarantor; provided that newly any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor until such time as it ceases to be an Immaterial Subsidiary. If required to become a Subsidiary Guarantor pursuant to the immediately preceding sentence, such transferee or acquired or created Domestic other Restricted Subsidiary must become a Guarantor shall within 30 days of such guarantee: (1) execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Second Supplemental Indenture on the terms set forth in this Second Supplemental Indenture; and (2) deliver to the Trustee an Opinion of Counsel satisfactory to the Trustee within 20 Business Days of the date on which it was acquired or created. The Company will not permit any of its Restricted Subsidiariesthat such supplemental indenture has been duly authorized, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any other Guarantor thereof unless executed and delivered by such Restricted Subsidiary is and constitutes a Guarantor or simultaneously becomes a Guarantor of the Notes legal, valid, binding and executes a supplemental indenture and delivers an Opinion of Counsel satisfactory to the Trustee, which Subsidiary Guarantee (i) if such other Indebtedness is a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form enforceable obligation of such supplemental indenture is attached as Exhibit F heretoRestricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Second Supplemental Indenture.

Additional Subsidiary Guarantees. If, after the Issue Date, If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic SubsidiarySubsidiary after the date of this Indenture, then that newly acquired or created Domestic Subsidiary must will become a Guarantor and execute a supplemental indenture in substantially the form attached hereto as Exhibit E and deliver an Opinion of Counsel reasonably satisfactory to the Trustee within 20 45 Business Days of the date on which it was acquired or created. The Company will , provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not permit become a Guarantor until such time as it ceases to be an Immaterial Subsidiary, and provided further that any of its Restricted Subsidiaries, Domestic Subsidiary that is not directly or indirectly, to guarantee indirectly wholly-owned by the Company or pledge any assets to secure the payment of a Guarantor need not become a Guarantor unless (a) such Domestic Subsidiary guarantees any other Indebtedness of the Company or a Subsidiary or (b) such Domestic Subsidiary, directly or indirectly, creates, incurs, assumes, guarantees or otherwise becomes directly or indirectly liable, contingently or otherwise, with respect to any Indebtedness, other Guarantor thereof unless such Restricted Subsidiary is a Guarantor or simultaneously becomes a Guarantor of the Notes and executes a supplemental indenture and delivers an Opinion of Counsel satisfactory than Indebtedness owed to the Trustee, which Subsidiary Guarantee (i) if such other Indebtedness is Company or a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guaranteeSubsidiary. The form of such supplemental indenture Subsidiary Guarantee is attached as Exhibit F B hereto.

Additional Subsidiary Guarantees. If, after the Issue Date, the Company or If (a) any of its the Issuer’s Restricted Subsidiaries acquires that is not a Subsidiary Guarantor other than a Foreign Subsidiary guarantees any Indebtedness under a Credit Facility or creates another (b) any other Domestic SubsidiarySubsidiary that is not already a Subsidiary Guarantor guarantees any Indebtedness of the Issuer or a Subsidiary Guarantor, in each case, then the Issuer shall cause such Restricted Subsidiary to become a Subsidiary Guarantor; provided that newly any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor until such time as it ceases to be an Immaterial Subsidiary. If required to become a Subsidiary Guarantor pursuant to the immediately preceding sentence, such transferee or acquired or created Domestic other Restricted Subsidiary must become a Guarantor shall within 30 days of such guarantee: (1) execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this First Supplemental Indenture on the terms set forth in this First Supplemental Indenture; and (2) deliver to the Trustee an Opinion of Counsel satisfactory to the Trustee within 20 Business Days of the date on which it was acquired or created. The Company will not permit any of its Restricted Subsidiariesthat such supplemental indenture has been duly authorized, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any other Guarantor thereof unless executed and delivered by such Restricted Subsidiary is and constitutes a Guarantor or simultaneously becomes a Guarantor of the Notes legal, valid, binding and executes a supplemental indenture and delivers an Opinion of Counsel satisfactory to the Trustee, which Subsidiary Guarantee (i) if such other Indebtedness is a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form enforceable obligation of such supplemental indenture is attached as Exhibit F heretoRestricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this First Supplemental Indenture.