Future Guarantees Sample Clauses
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Future Guarantees. If, on any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.
Future Guarantees. If any Domestic Restricted Subsidiary that is not already a Subsidiary Guarantor guarantees any Debt of the Company or a Subsidiary Guarantor under, or borrows Debt under, the Senior Credit Facilities on or after the Issue Date, then such Domestic Restricted Subsidiary shall execute, within 30 days of the date on which it became a guarantor or borrower with respect to such other Debt, a supplemental indenture in substantially the form attached hereto as Exhibit B, pursuant to which such Domestic Restricted Subsidiary shall become a Subsidiary Guarantor with respect to the Notes, upon the terms and subject to the release provisions and other limitations set forth in this Indenture.
Future Guarantees. (a) The Issuer and LGEC will cause each Restricted Subsidiary (other than Receivables Subsidiaries) that Guarantees, on the Issue Date or at any time thereafter, any Material Indebtedness of the Issuer or any Guarantor (and, without limiting the foregoing, the Issuer may, in its sole discretion, cause any other Restricted Subsidiary), if such Restricted Subsidiary is not a Guarantor under this Indenture, to reasonably promptly (but in any event within 60 days) after guaranteeing such Material Indebtedness:
(1) execute and deliver a supplemental indenture to this Indenture, the form of which is attached hereto as Exhibit C, pursuant to which such Restricted Subsidiary will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 10; provided that if the supplemental indenture is not in the form of Exhibit C, such Guarantor shall deliver to the Trustee an Opinion of Counsel to the effect that:
(A) such Notes Guarantee has been duly executed and authorized; and
(B) such Notes Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.
(b) Notwithstanding anything herein to the contrary, the Guarantee of any Guarantor organized outside of the United States or Canada shall be subject to such other limitations as are customary in such Guarantor’s jurisdiction as reasonably determined by the Issuer.
Future Guarantees. Each Issuer, at its option, may cause any Subsidiary of such Issuer to become a Guarantor and if such Subsidiary is not otherwise required under the Indenture to provide a Note Guarantee to the 2054 Notes, such Issuer, at its option, may cause any such Note Guarantee to be released, subject to applicable law.
Future Guarantees. If, on or after the first date of original issuance of the Notes and prior to the Maturity Date, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on the terms set forth in Article 13. The Company shall cause each such Subsidiary to:
(a) execute and deliver a supplemental indenture to this Indenture permitted by Section 10.01(c), the form of which is attached as Exhibit B, pursuant to which such Subsidiary will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 13; provided that such Guarantor shall deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications as to the matters set forth therein) to the effect that:
(i) such Note Guarantee has been duly executed and authorized; and
(ii) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and
(b) waive and 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 the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guarantee.
Future Guarantees. The Company shall cause each Restricted Subsidiary (other than a Guarantor) that guarantees Indebtedness of the Company under the Credit Agreement, within 90 days of such guarantee, to execute and deliver to the Trustee a supplement to this Indenture, substantially in the form of Exhibit D hereto, executed by such Restricted Subsidiary, under which such Restricted Subsidiary shall become a Guarantor of the Notes on the terms, and subject to the release and other provisions, set forth in Article Ten of this Indenture.
Future Guarantees. If, after the Issue Date, (a) any Domestic Subsidiary of Holdings (other than the Company or any Subsidiary that is an “Excluded Subsidiary” under the 2018 Credit Agreement) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the 2018 Credit Agreement or the 2026 Notes or guarantees any other indebtedness under any Credit Facility of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Holdings shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Subsidiary shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary; provided that, in the case of clause (a), such supplemental indenture, joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following the date that such Subsidiary becomes a guarantor under the 2018 Credit Agreement, the 2026 Notes or such other applicable indebtedness.
Future Guarantees. At any time after the date hereof, if any Person constituting a Specified RCF Guarantor provides a Subsidiary Notes Guarantee or otherwise becomes obligated to the Subordinated Parties in respect of the Subordinated Obligations, such Person shall, concurrent with the provision of such Subsidiary Notes Guarantee or otherwise incurring such obligations, execute and deliver a joinder to this Agreement in substantially the form attached as Exhibit A hereto. From and after delivery of such joinder, such Person shall be a “Specified Subsidiary Guarantor” for all purposes of this Agreement as if originally party hereto on the date hereof.
Future Guarantees. If, on any date (a “Guarantee Date”), the aggregate amount of Indebtedness for borrowed money, Finance Lease Obligations, purchase money obligations or debt obligations evidenced by bonds, notes, debentures or similar instruments or drawn letters of credit of any Restricted Subsidiary that is not a Guarantor or a Non-Recourse Subsidiary then outstanding (other than any such Indebtedness owing to the Issuer or any Guarantor) exceeds the greater of (A) $250.0 million and (B) 7.5% of Distributable Cash for the applicable Test Period (tested at the time of incurrence of the applicable Indebtedness without regard to any subsequent change in Distributable Cash), the Issuer will cause such Restricted Subsidiary to (x) execute and deliver to the Trustee, within 45 days after such Guarantee Date, a supplemental indenture to this Indenture, which shall be substantially in the form attached as Exhibit E hereto, pursuant to which such Restricted Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes, and (y) execute and deliver Security Documents or supplements thereto.
Future Guarantees. The Issuer shall cause each of its Restricted Subsidiaries that guarantees any Debt of the Issuer (other than Debt of the Issuer consisting of a guarantee under the Senior Credit Facility, the Digicel Limited Notes and other Debt of the Issuer consisting of guarantees of Debt of one or more of the Issuer’s Restricted Subsidiaries) to execute and deliver to the trustee within 30 days a Guarantee, substantially in the form of Exhibit D, pursuant to which such Subsidiary will guarantee payment of the Notes on the terms and conditions set forth in the Indenture.