Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which (i) Guarantees obligations of the Issuer or a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause each If any Restricted Subsidiary which (i) Guarantees obligations that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of the Issuer Company or a Subsidiary Guarantor underGuarantor, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially then in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted either case that Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to will become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee a supplemental indenture within 20 Business Days of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture substantially in for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the form of Exhibit B attached hereto, Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary irrevocably pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally (subject to released and discharged upon the provisions of terms and conditions set forth in Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.10.03 hereof

Additional Subsidiary Guarantors. (a) After the Issue DateThe Obligors shall cause any Wholly-Owned Subsidiary of KCMH that is a Domestic Subsidiary, the Issuer will cause each Restricted other than any Broker-Dealer Subsidiary which (i) Guarantees obligations or any Domestic Subsidiary of the Issuer a Foreign Subsidiary or a Domestic Subsidiary Guarantor undersubstantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days acquired after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor date hereof to become a Subsidiary Guarantor “Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Trustee Administrative Agent a supplemental indenture to this Indenture substantially Guarantee Assumption Agreement in the form of Exhibit B attached hereto1 hereto (together with an appropriate legal opinion of counsel, pursuant as referred to which in said Exhibit 1). Accordingly, upon the execution and delivery of any such Restricted Guarantee Assumption Agreement by any such new Subsidiary, such new Subsidiary irrevocably shall automatically and unconditionally (subject immediately, and without any further action on the part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the provisions “Collateral” shall also mean and be a reference to the Collateral granted by such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of Section 10.06(a)) Guarantee, on a joint and several basisany such Guarantee Assumption Agreement, the full new Guarantor makes the representations and prompt payment warranties set forth in Section 3 hereof. Notwithstanding the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the principal ofgiving of a guarantee hereunder would, premiumin the reasonable determination of KCMH, if anymaterially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, and interest in respect of the Notes on shall be a senior basis and all other obligations Guarantor under this IndentureAgreement.

Additional Subsidiary Guarantors. (a) After In the Issue Dateevent that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower be included as a Subject Property, the Issuer will Borrower shall as a condition thereto, in addition to the requirements of §7.16, cause each Restricted such Wholly Owned Subsidiary, and each other Wholly Owned Subsidiary which (i) Guarantees obligations of the Issuer Borrower which owns, directly or a indirectly, Equity Interests in such Wholly Owned Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than an entity which serves only as Guarantorthe general partner of such Wholly Owned Subsidiary and owns no more than one percent (1%) underof the Equity Interests thereof), any Guarantor Obligation Debt to execute and deliver to the Trustee Agent a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of Joinder Agreement, and such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of Parent shall constitute a Material Subsidiary, Borrower and Parent shall cause such Subsidiary, as a condition to such Subsidiary’s becoming an obligor or guarantor with respect to such other Recourse Indebtedness described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall not be restricted by executing its respective organizational documents and delivering Applicable Law, from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Trustee a supplemental indenture Guarantors to this Indenture substantially in be true and correct with respect to each such Subsidiary or other entity. In connection with the form delivery of Exhibit B attached heretosuch Joinder Agreement, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject the Borrower shall deliver to the provisions of Section 10.06(a)) GuaranteeAgent such organizational agreements, on a joint resolutions, consents, opinions and several basis, other documents and instruments as the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureAgent may reasonably require.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), cause such Person (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which if such Person is a (i) Guarantees obligations of the Issuer or a Foreign Subsidiary which may become a Subsidiary Guarantor underwithout adverse tax consequences to the Company, or (ii) is a borrower or obligor (other than as Domestic Subsidiary to become a Subsidiary Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and with all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor Subsidiaries Guarantors, by executing and delivering to the Trustee Administrative Agent a supplemental indenture counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject deliver to the provisions Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 10.06(a)4.01(a) Guaranteeand favorable opinions of counsel to such Person (which shall cover, on a joint and several basisamong other things, the full legality, validity, binding effect and prompt payment enforceability of the principal ofdocumentation referred to in clause (a)), premiumall in form, if any, content and interest in respect scope reasonably satisfactory to the Administrative Agent. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Notes on Obligations without adverse tax consequences, but can become a senior basis and all other obligations under this IndentureSubsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any one or more Persons (x) constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) or (y) that is a Subsidiary that is not already a Guarantor hereunder Guarantees any Indebtedness under any Senior Notes Indenture or any other public or privately-placed debt securities issued by the Borrower, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person(s) to become Guarantor(s) hereunder and grant a first priority perfected security interest in its assets of a type constituting Collateral so that after giving effect thereto, the Net Loan Party Accounts Receivable shall constitute at least 90% of all net accounts receivable of Equinix and its Domestic Subsidiaries (after intercompany eliminations and excluding Real Property Lease Accounts), in each case, by (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which (i) Guarantees obligations of the Issuer or a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee Administrative Agent a supplemental indenture Joinder Agreement and/or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (b) delivering to the Administrative Agent documents of the types referred to in clauses (iii), (iv) and (v) of Section 4.01(a) and favorable opinions of counsel to such Person(s) (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (a) and (b), as applicable, and no conflict with material agreements), in all such cases of the foregoing clauses (a) and (b), in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that, so long as no Default or Event of Default has occurred and is continuing, if any such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) solely as a result of it having been acquired through an Acquisition occurring after the Closing Date and does not otherwise Guarantee Indebtedness under any Senior Notes Indenture or any other public or privately-placed debt securities issued by the Borrower, then such Person shall not be required to become a Guarantor under this Section 6.14 unless such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) at any time on or after the nine month anniversary of such Acquisition, at which time it shall promptly become a Guarantor hereunder in accordance with the preceding provisions of this Section 6.14. In addition, Equinix may, from time to time, elect to cause any Domestic Subsidiary to become a Guarantor in accordance with the preceding clauses (a) and (b) of this Section 6.14. Each Loan Party agrees to take all actions necessary to promptly pledge to the Administrative Agent for the benefit of the Secured Parties all Equity Interests owned by it of each Guarantor joined pursuant to this Indenture substantially Section 6.14, including without limitation the delivery of all certificates representing such Equity Interests, accompanied by undated stock powers duly executed in the form of Exhibit B attached heretoblank, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject effecting any necessary or advisable amendments to the provisions of Section 10.06(a)) Guarantee, on a joint Pledge and several basis, Security Agreement and/or the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureSchedules thereto to evidence such pledge.

Additional Subsidiary Guarantors. (a) After The Borrower shall notify the Issue Date, the Issuer will cause each Restricted Subsidiary which Administrative Agent of (i) Guarantees obligations each redesignation of the Issuer or an Unrestricted Subsidiary as a Restricted Subsidiary Guarantor under, or in accordance with Section 5.09(c) below and (ii) is a borrower each creation or obligor acquisition of any Subsidiary, and (unless such Subsidiary has been designated as an Unrestricted Subsidiary pursuant to Section 5.09(d)) promptly thereafter (and in any event within 30 days thereafter), in each of the cases referred to in the foregoing clauses (i) and (ii), cause such Subsidiary (other than as Guarantora Foreign Subsidiary) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)A) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor “Guarantor” by executing and delivering to the Trustee Administrative Agent a supplemental indenture supplement to this Indenture the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) deliver to the Administrative Agent a duly executed Joinder Agreement and comply with the terms of each Security Document, (C) take such action (including delivering such shares of stock and executing and delivering such UCC financing statements and account control agreements) as shall be necessary to create and perfect valid and enforceable Liens on substantially all of the personal property (other than Excluded Property) of such Subsidiary as collateral security for the obligations of such Subsidiary under the Loan Documents subject to no Liens other than Liens permitted by Section 6.02, (D) take all actions with respect to all Material Real Property owned or leased by such Subsidiary required by Section 5.10 (as if such Material Real Property had been acquired by a Subsidiary), (E) deliver to the Administrative Agent such proof of corporate action, incumbency of officers, opinions of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (A), (B), (C) and (D)) and other documents as is consistent with those delivered by the form of Exhibit B attached hereto, Borrower pursuant to which such Restricted Subsidiary irrevocably Section 4.01 on the Effective Date and unconditionally (subject F) deliver to the provisions of Section 10.06(a)) GuaranteeAdministrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, on a joint all in form, content and several basis, scope reasonably satisfactory to the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureAdministrative Agent.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause As contemplated by each Restricted Subsidiary which (i) Guarantees obligations of the Issuer or a Subsidiary Guarantor underRevolving Credit Facility and the Term Loan Credit Facility, or (ii) is a borrower or obligor new Subsidiaries (other than as a Financing Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor) under” under this Agreement, any Guarantor Obligation Debt to execute by executing and deliver delivering to the Trustee Collateral Agent a supplemental indenture to this Indenture substantially Guarantee Assumption Agreement in the form of Exhibit B attached hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto within 30 days after shall be deemed to be supplemented in the giving manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee of, or becoming a borrower or obligor under, Assumption Agreement and shall be permitted to update the Annexes with respect to such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureSubsidiary. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. (a) After Notify the Issue DateAdministrative Agent at the time that any Person for any reason becomes a Material Subsidiary after the date of this Agreement, the Issuer will and promptly thereafter (and in any event within 45 days), cause each Restricted Subsidiary which such Person to (i) Guarantees obligations of the Issuer or become a Subsidiary Guarantor underand pledge its assets to secure the Secured Obligations by executing and delivering to the Administrative Agent a joinder to the Guaranty and Collateral Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose (including, without limitation, any “know your customer” and/or “customer identification program” documentation, the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable but subject to the final sentence in Section 5.21), and (ii) if such Subsidiary Guarantor is a borrower Domestic Subsidiary or obligor (other than as Guarantor) underis organized under the Laws of the United Kingdom or Australia, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture Administrative Agent documents of the types referred to in Sections 4.01(d) and (m) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this Indenture substantially clause (i) and this clause (ii)), all in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee ofform, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably content and unconditionally (subject scope reasonably satisfactory to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureAdministrative Agent. (b) The Issuer Company at the time the Guarantee or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligations, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to any Swap Obligations as may be needed by such Specified Loan Party from time at to time to honor all of its sole option also may cause any Non-Guarantor obligations under the Guarantee and Collateral Agreement and the other Loan Documents with respect to become a Subsidiary Guarantor by executing and delivering such Swap Obligations (but, in each case, only up to the Trustee a supplemental indenture maximum amount of such liability that can be hereby incurred without rendering the Company’s obligations and undertakings under this Section 5.17(b) voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of the Company under this Indenture substantially Section 5.17(b) shall remain in full force and effect until this Agreement and the form of Exhibit B attached hereto, Commitments are terminated pursuant to which such Restricted Subsidiary irrevocably Section 2.09. The Company intends this Section 5.17(b) to constitute, and unconditionally (subject this Section 5.17(b) shall be deemed to constitute, a “keepwell, support, or other agreement” for the provisions of Section 10.06(a)) Guaranteebenefit of, on a joint and several basis, the full and prompt payment each Specified Loan Party for all purposes of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureCommodity Exchange Act.”

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause each Restricted If any Operating Subsidiary which (i) Guarantees obligations of the Issuer Borrower (but excluding any Operating Subsidiary that is a member of the GPS Group), whether now existing or hereafter organized or acquired, has consolidated revenue in any Fiscal Quarter that exceeds the Single Subsidiary Threshold, then the Borrower shall cause such Operating Subsidiary to become an additional Subsidiary Guarantor, as provided in this Section 5.03, within 30 days after delivery of the Financial Statements (Annual) or Financial Statements (Quarterly), as the case may be, with respect to such Fiscal Quarter; provided, however, that in those instances where as a result of an --------- ------- Acquisition, or as a result of the sale, contribution, or other transfer of assets to a Subsidiary Guarantor under, or (ii) is a borrower or obligor of the Borrower (other than a member of the GPS Group), the consolidated revenue of the resulting Operating Subsidiary is projected (on a pro forma basis) by the Borrower to exceed the Single Subsidiary Threshold during the current or the immediately succeeding Fiscal Quarter of the Borrower, and such Operating Subsidiary is not then a Subsidiary Guarantor, the Borrower shall cause such Operating Subsidiary to become an additional Subsidiary Guarantor, as Guarantorprovided in this Section 5.03, within thirty (30) underdays after the date of such Acquisition, sale, contribution or other transfer of assets. (b) If for any Fiscal Quarter of the Borrower, the aggregate revenue (on a non-consolidated basis) of the Borrower and those Operating Subsidiaries that are then Subsidiary Guarantors are less than the Aggregate Subsidiary Threshold, then the Borrower shall cause one or more other Operating Subsidiaries to become additional Subsidiary Guarantors, as provided in this Section 5.03, within 30 days after delivery of the Financial Statements (Annual) or Financial Statements (Quarterly), as the case may be, with respect to such Fiscal Quarter, so that after including the revenue of such additional Subsidiary Guarantor(s), the aggregate revenue (on a non-consolidated basis) of the Borrower and all Subsidiary Guarantors would equal or exceed the Aggregate Subsidiary Threshold for such Fiscal Quarter; provided, however, that in those instances where as a --------- ------- result of an Acquisition, or as a result of the sale, contribution, or other transfer of assets to a Subsidiary of the Borrower (other than a member of the GPS Group), or as a result of the sale or other disposition of assets by the Borrower or any Subsidiary (including the sale or other disposition of the capital stock of any Subsidiary, other than a Subsidiary of the GPS Group), the aggregate revenue (on a non-consolidated basis) of the Borrower and those Operating Subsidiaries that are then Subsidiary Guarantors are projected (on a pro forma basis) by the Borrower to be less than the Aggregate Subsidiary Threshold during the current or the immediately succeeding Fiscal Quarter of the Borrower, then the Borrower shall cause one or more other Operating Subsidiaries to become additional Subsidiary Guarantors, as provided in this Section 5.03, within thirty (30) days after the date of such Acquisition, sale, contribution or other transfer or disposition, so that after including the revenue of such additional Subsidiary Guarantor(s), the aggregate revenue (on a non- consolidated basis) of the Borrower and all Subsidiary Guarantors for such Fiscal Quarter would equal or exceed the Aggregate Subsidiary Threshold. (c) The Borrower may elect at any time to have an Operating Subsidiary become an additional Subsidiary Guarantor Obligation Debt as provided in this Section 5.03. (d) Upon the occurrence and during the continuation of any Event of Default, if the Required Lenders so direct, the Borrower shall cause all of its Operating Subsidiaries (excluding Operating Subsidiaries that are members of the GPS Group) to execute and deliver to the Trustee a supplemental indenture to become additional Subsidiary Guarantors, as provided in this Indenture substantially in the form of Exhibit B attached hereto Section 5.03, within 30 days after the giving Borrower's receipt of written confirmation of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to direction from the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureAdministrative Agent. (be) The Issuer at any time at its sole option also may cause any Non-Guarantor to An Operating Subsidiary shall become a an additional Subsidiary Guarantor by executing and delivering to the Trustee Administrative Agent a supplemental indenture Subsidiary Guarantee Supplement and a Contribution Agreement Supplement, accompanied by (i) all other Loan Documents related thereto, and (ii) such other documents as the Administrative Agent may reasonably request (including, without limitation, certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Operating Subsidiaries, and opinions of counsel comparable to this Indenture substantially in the form of Exhibit B attached hereto, those delivered pursuant to which such Restricted Section 3.01(e)). No Operating Subsidiary irrevocably and unconditionally (subject that becomes a Subsidiary Guarantor shall thereafter cease to the provisions of Section 10.06(a)) Guarantee, on be a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other Subsidiary Guarantor or be entitled to be released or discharged from its obligations under this Indenturethe Subsidiary Guarantee or Contribution Agreement.

Additional Subsidiary Guarantors. (a) After If, after the Issue Closing Date, any Subsidiary of the Issuer will cause each Restricted Subsidiary which Company (including any Division Successor resulting from the consummation of a Division by a Subsidiary) that (x) either (i) Guarantees obligations of the Issuer or receives fees under a Subsidiary Guarantor underManagement Contract, or (ii) is a Wholly-Owned REIT Subsidiary or (iii) owns, directly or indirectly, an Unencumbered Eligible Project and (y) is not a Subsidiary Guarantor becomes a borrower or obligor guarantor of, or otherwise incurs a payment obligation in respect of, any Indebtedness of the type described in clause (a) of such definition that is not (A) owing to any of the Consolidated Businesses or (B) Secured Indebtedness (including, without limitation and for the avoidance of doubt, Indebtedness (other than Secured Indebtedness) that is incurred under or in connection with notes or bonds issued in a Rule 144A Transaction), then within 15 Business Days of such event (or such other period as Guarantor) undermay be agreed by the Administrative Agent in its sole discretion), any the Company may cause such Subsidiary, and shall cause such Subsidiary if it is a Domestic Wholly-Owned Subsidiary of the Company (and otherwise shall cause the most immediate parents of such Subsidiary that are Domestic Wholly-Owned Subsidiaries of the Company (if any)), to become a Subsidiary Guarantor Obligation Debt under this Agreement and to execute and deliver to the Trustee a supplemental indenture to this Indenture joinder agreement in substantially in the form of Exhibit B attached hereto within 30 days after G, and the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary Company shall irrevocably (x) as and unconditionally (subject to the provisions extent requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each such Subsidiary, (y) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of Section 10.06(a)counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning each such Subsidiary and the Loan Documents as the Administrative Agent may reasonably request and (z) Guarantee, on a joint provide the Administrative Agent with the U.S. taxpayer identification number for each such Domestic Wholly-Owned Subsidiary and several basis, the full and prompt payment unique identification number issued by its jurisdiction of the principal of, premium, if any, and interest in respect of the Notes on a senior basis organization for each such Foreign Subsidiary and all documentation and other information concerning each such Subsidiary that the Administrative Agent or any Lender requests in order to comply with its obligations under this Indentureapplicable “know your customer” and anti-money laundering rules and regulations, including the Act. (b) The Issuer If at any time at its sole option also that the Company is not a Guarantor a Default occurs under Section 7.15, then within fifteen (15) Business Days (or such later date as the Required Lenders may cause any Non-Guarantor agree) of the occurrence of such Default, the Company shall either (i) take such actions necessary to become a Subsidiary Guarantor by executing and delivering terminate the continuance of such Default or (ii) deliver to the Trustee Administrative Agent (A) a supplemental indenture duly executed joinder agreement in form reasonably acceptable to this Indenture substantially in the form of Exhibit B attached hereto, Administrative Agent pursuant to which the Company and each Intermediate Holding Company that is not at such Restricted Subsidiary irrevocably time a Guarantor (if any) shall become party to this Agreement as a Guarantor, (B) the items referenced in Section 4.01(a)(iii), (iv) and unconditionally (subject vi) with respect to the provisions Company and each such Intermediate Holding Company and (C) a favorable opinion of Section 10.06(a)) Guaranteecounsel, on a joint which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and several basiseach Lender, as to such matters concerning the Company, the full Intermediate Holding Companies and prompt payment of the principal of, premium, if any, and interest in respect of Loan Documents as the Notes on a senior basis and all other obligations under this IndentureAdministrative Agent may reasonably request.

Additional Subsidiary Guarantors. (a) After As contemplated by the Issue DateRevolving Credit Facility, the Issuer will cause each Restricted Subsidiary which (i) Guarantees obligations new Subsidiaries of the Issuer Borrower formed or a Subsidiary Guarantor under, or (ii) is a borrower or obligor acquired by the Borrower after the date hereof (other than as Guarantor) undera CFC, any Guarantor Obligation Debt to execute and deliver to a Transparent Subsidiary or a Tax Blocker Subsidiary), existing Subsidiaries of the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days Borrower that after the giving of such Guarantee ofdate hereof cease to constitute CFCs, Transparent Subsidiaries or becoming Tax Blocker Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a borrower Subsidiary (other than a CFC, a Transparent Subsidiary or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to a Tax Blocker Subsidiary) within the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment meaning of the principal ofdefinition thereof, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor are required to become a “Subsidiary Guarantor Guarantor” under this Agreement, by executing and delivering to the Trustee Collateral Agent a supplemental indenture to this Indenture substantially Guarantee Assumption Agreement in the form of Exhibit B attached A hereto. Accordingly, pursuant upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to which be supplemented in the manner specified in such Restricted Subsidiary irrevocably Guarantee Assumption Agreement. In addition, upon execution and unconditionally (subject to the provisions delivery of Section 10.06(a)) Guarantee, on a joint and several basisany such Guarantee Assumption Agreement, the full new Subsidiary Guarantor makes the representations and prompt payment warranties set forth in Section 2 as of the principal of, premium, if any, date of such Guarantee Assumption Agreement and interest in shall be permitted to update the Annexes with respect of the Notes on a senior basis and all other obligations under this Indentureto such Subsidiary.

Additional Subsidiary Guarantors. The Company shall cause any existing or future Subsidiary that becomes a subsidiary guarantor under the Company's 8 1/4% Senior Subordinated Notes due 2013 and the indenture governing such notes (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which (i) Guarantees obligations or a guarantor of any other Indebtedness of the Issuer or Company that ranks equal in right of payment with the Notes) to become a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on Company becomes a senior basis and all guarantor under such other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor debt by executing and delivering to the Trustee (a) a supplemental indenture indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture substantially in as a Subsidiary Guarantor and (b) an Opinion of Counsel and Officers' Certificate to the form effect that such supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, valid, binding and enforceable obligation of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the provisions Trustee and provided that no opinion need be rendered concerning the enforceability of Section 10.06(athe Subsidiary Guarantee)) Guarantee. Notwithstanding the foregoing, with respect to each Subsidiary of the Company that is, on the date hereof, a joint and several basissubsidiary guarantor under the Company's 8 1/4% Senior Subordinated Notes due 2013 but not a Subsidiary Guarantor under the Notes, the full and prompt payment of the principal of, premium, if any, and interest in respect of Company shall cause such Subsidiary to become a Subsidiary Guarantor under the Notes on a senior basis and all other obligations under this Indenturein accordance with the procedures described in the prior sentence no later than December 31, 2004.