Common use of Additional Note Guarantees Clause in Contracts

Additional Note Guarantees. (a) After the Issue Date, the Company will, within 30 calendar days of the event giving rise to such requirement, cause each of its Restricted Subsidiaries (other than any Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a borrower under any Credit Facility or (2) Guarantees any Debt of the Company or any of its Restricted Subsidiaries Incurred under any Credit Facility to Guarantee the Notes pursuant to a supplemental indenture substantially in the form of Exhibit D attached to this Indenture (or such other documents or instruments in form reasonably satisfactory to the Trustee) (subject to the limitations in Article 10) and execute joinders to Collateral Documents (including the Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration of any period during which no such Credit Facilities exist, the Company will cause a sufficient number of its Restricted Subsidiaries to Guarantee the Notes such that (i) each Non-Guarantor Subsidiary comprises no more than 5% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Note Guarantee shall be released in accordance with the provisions of Section 10.07.

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

Additional Note Guarantees. (a) After the Issue Date, the Company will, within 30 calendar days of the event giving rise to such requirement, cause each of its Restricted Subsidiaries (other than any Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a borrower under any Credit Facility or (2) Guarantees any Debt of If the Company or any of its Restricted Subsidiaries Incurred acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of Indebtedness under (i) any syndicated Credit Facility to Guarantee or (ii) capital markets debt securities of the Notes pursuant to Company or any other Guarantor after the Issue Date, then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit D attached to this Indenture (or E hereto within 60 days of the date on which it guarantees 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 Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunderIndebtedness; provided that, for that the duration of any period during which no such Credit Facilities exist, the Company will cause a sufficient number of its Restricted Subsidiaries foregoing shall not apply to Guarantee the Notes such that (i) each NonHUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-Guarantor day period described above and such Note Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary comprises no more than 5% of then outstanding could have been incurred by such Subsidiary (either (x) Consolidated Total Assets when so incurred or (y) Consolidated Adjusted EBITDA and (iiat the time of the release of such Guarantee) all Non-assuming such Subsidiary were not a Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDAat such time. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Note Guarantee shall be released in accordance with the provisions of Section 10.07.

Additional Note Guarantees. (a) After the Issue Date, the Company will, within 30 calendar days of the event giving rise to such requirement, cause each The Parent Guarantor shall not permit any of its Restricted Subsidiaries (other than any Restricted Securitization Subsidiary or Foreign Subsidiary) that is a Wholly Owned Subsidiary (and any Domestic Subsidiary that is a “controlled foreign corporation” as defined under Section 957 non-Wholly Owned Subsidiary if such non-Wholly Owned Subsidiary guarantees other capital markets debt securities of the Code) that (1) is Issuer or a borrower 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: (21) Guarantees any Debt of the Company or any of its such Restricted Subsidiaries Incurred under any Credit Facility to Guarantee the Notes pursuant to Subsidiary within 30 days executes and delivers a supplemental indenture substantially in the form of Exhibit D attached to this Indenture (or such other documents or instruments in form reasonably satisfactory to the Trustee) (subject to the limitations in Article 10) and execute joinders to Collateral Documents (including the Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, providing for the duration of any period during which no such Credit Facilities exist, the Company will cause a sufficient number of its Restricted Subsidiaries to Guarantee the Notes such that (i) each Non-Guarantor Subsidiary comprises no more than 5% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating except that with respect to fraudulent conveyance a guarantee of Debt of the Issuer or fraudulent transfer any Guarantor, if such Debt is by its express terms subordinated in right of payment to the Notes or similar laws affecting 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 creditors generally. (c) reimbursement, indemnity or subrogation or any other rights against any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.12 shall not be applicable to any Note Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Each Note Guarantee shall be released in accordance with the provisions of Section 10.0710.10.

Additional Note Guarantees. (a) After the Issue Date, If the Company will, within 30 calendar days of the event giving rise to such requirement, cause each or any of its Restricted Subsidiaries (other than any Restricted acquires or creates another Domestic Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of Wholly-Owned Subsidiary after the Code) Issue Date that (1) is a borrower under guarantees or otherwise becomes an obligor with respect to any Credit Facility or (2) Guarantees any Debt Indebtedness of the Company or any of its Restricted Subsidiaries Incurred under any a Credit Facility to Guarantee the Notes pursuant to Facility, then such Domestic Subsidiary will become a Guarantor and execute a supplemental indenture substantially in the form and deliver an Opinion of Exhibit D attached to this Indenture (or such other documents or instruments in form reasonably satisfactory Counsel to the Trustee) (subject Trustee within 45 Business Days of the date such Domestic Subsidiary guarantees or otherwise becomes an obligor with respect to any Indebtedness of the limitations in Article 10) and execute joinders to Collateral Documents (including the Collateral Trust Agreement) Company or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunderany of its Subsidiaries under a Credit Facility; provided that, for the duration of that any period during which no such Credit Facilities exist, the Company will cause Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a sufficient number of its Restricted Subsidiaries Guarantor until such time as it ceases to Guarantee the Notes such that (i) each Non-Guarantor Subsidiary comprises no more than 5% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) be an Immaterial Subsidiary. Each Note Guarantee of a Domestic Subsidiary that is a Wholly-Owned Subsidiary will state provide by its terms that it will be limited automatically released under the circumstances described in Article 9. Beginning on the Fall Away Date with respect to an amount a series of Notes and continuing at all times thereafter regardless of any subsequent changes in the ratings of the Notes of such series, this Section 4.06 will permanently cease to be in effect with respect to the Notes of such series. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to exceed the maximum amount that can be Guaranteed by that Restricted a Guarantor to become a Guarantor, in which case such Subsidiary without rendering the Guarantee, as it relates shall not be required to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Note Guarantee shall be released in accordance comply with the provisions of Section 10.0745 Business Day period described above.

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

Additional Note Guarantees. (a) After If, after the Issue Datedate of this Indenture, the Company will, within 30 calendar days of the event giving rise to such requirement, cause each of its Restricted Subsidiaries (other than any Restricted Subsidiary of the Issuer that is not already a “controlled foreign corporation” as defined under Section 957 Guarantor guarantees any Indebtedness of the Code) that (1) is Issuer or any Guarantor under a borrower Credit Facility, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any Credit Facility or (2) Guarantees any Debt of the Company or any of its Restricted Subsidiaries Incurred under any Credit Facility to Guarantee the Notes pursuant to Facility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit D attached F hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be; provided, however, that 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 that was incurred pursuant to 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 Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration Section 4.15 as a result of its guarantee of any period during which no such Credit Facilities exist, Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the Company will cause a sufficient number release or discharge of its Restricted Subsidiaries to Guarantee the Notes such guarantee 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, resulted in the aggregate, no more than 10% creation of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary’s Note Guarantee, voidable under applicable law relating to fraudulent conveyance except a discharge or fraudulent transfer release by, or similar laws affecting the rights as a result of creditors generallypayment under, such guarantee. (c) Each Note Guarantee shall be released in accordance with the provisions of Section 10.07.

Additional Note Guarantees. (a) After If, after the Issue Datedate of this Indenture, the Company will, within 30 calendar days of the event giving rise to such requirement, cause each of its Restricted Subsidiaries (other than any Restricted Subsidiary of CNX Midstream that is not already a “controlled foreign corporation” as defined under Section 957 Guarantor guarantees any Indebtedness of either of the Code) that (1) is Issuers or any Guarantor under a borrower Credit Facility, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any Credit Facility or (2) Guarantees any Debt of the Company or any of its Restricted Subsidiaries Incurred under any Credit Facility to Guarantee the Notes pursuant to Facility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit D attached F hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be; provided, however, that 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 that was incurred pursuant to 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 Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration Section 4.15 as a result of its guarantee of any period during which no such Credit Facilities exist, Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the Company will cause a sufficient number release or discharge of its Restricted Subsidiaries to Guarantee the Notes such guarantee 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, resulted in the aggregate, no more than 10% creation of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary’s Note Guarantee, voidable under applicable law relating to fraudulent conveyance except a discharge or fraudulent transfer release by, or similar laws affecting the rights as a result of creditors generallypayment under, such guarantee. (c) Each Note Guarantee shall be released in accordance with the provisions of Section 10.07.

Additional Note Guarantees. (a) After the Issue Date, the Company will, within 30 calendar days of the event giving rise to such requirement, cause each of its Restricted Subsidiaries (other than any Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a borrower under any Credit Facility or (2) Guarantees any Debt of the Company or any of its Restricted Subsidiaries Incurred under any Credit Facility to Guarantee the Notes pursuant to a supplemental indenture substantially in the form of Exhibit D attached to this Indenture (or such other documents or instruments in form reasonably satisfactory to the Trustee) (subject to the limitations in Article 1010 hereto) and execute joinders to Collateral Documents (including the Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration of any period during which no such Credit Facilities exist, the Company will cause a sufficient number of its Restricted Subsidiaries to Guarantee the Notes such that (i) each Non-Guarantor Subsidiary comprises no more than 5% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Note Guarantee shall be released in accordance with the provisions of Section 10.07.

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

Additional Note Guarantees. If, after the date of this Indenture: (a) After the Issue Date, the Company will, within 30 calendar days of the event giving rise to such requirement, cause each of its Restricted Subsidiaries (other than any Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a borrower under any Credit Facility or (2) Guarantees any Debt of the Company or any of its Restricted Subsidiaries Incurred under any Credit Facility to Guarantee the Notes pursuant to a supplemental indenture substantially in the form of Exhibit D attached to this Indenture (acquires or such other documents creates another Subsidiary that is not an Excluded Restricted Subsidiary or instruments in form reasonably satisfactory to the Trustee) (subject to the limitations in Article 10) and execute joinders to Collateral Documents (including the Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration of any period during which no such Credit Facilities exist, the Company will cause a sufficient number of its Restricted Subsidiaries to Guarantee the Notes such that (i) each Non-Guarantor Subsidiary comprises no more than 5% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA.an Unrestricted Subsidiary; (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 any Excluded Restricted Subsidiary without rendering ceases to meet the Guarantee, as it relates definition thereof (including ceasing to such meet the definition of Immaterial Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance ) or fraudulent transfer or similar laws affecting the rights of creditors generally.Company redesignates any Excluded Restricted Subsidiary as a Guarantor in accordance with Section 4.21 hereof; or (c) Each 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 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 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 as the Note Guarantee shall of such Guarantor may be released in accordance with the provisions terms of Section 10.07this Indenture.

Additional Note Guarantees. (a) After the Issue Date, the Company will, within 30 calendar days of the event giving rise to such requirement, The Issuer shall cause each of its Wholly-Owned Restricted Subsidiaries (other than (a) the Guarantors, (b) any Qualified Liquefaction Development Entities, (c) any Receivables Subsidiaries, (d) any Immaterial Subsidiaries, (e) any Captive Insurance Subsidiaries, (f) any not- for-profit or special purpose Subsidiaries and (g) any Subsidiary with respect to which a guarantee would result in material adverse tax consequences, as reasonably determined by the Issuer) to, within 60 days of the later of (i) such Subsidiary becoming a Wholly-Owned Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 and (ii) the Issuer determining such Subsidiary ceased to meet any of the Code) that (1) is a borrower under any Credit Facility or (2) Guarantees any Debt of exceptions set forth in the Company or any of its Restricted Subsidiaries Incurred under any Credit Facility to Guarantee the Notes pursuant to preceding parenthetical, execute and deliver a supplemental indenture to this Indenture, substantially in the form of attached as Exhibit D attached hereto, providing for a Note Guarantee by such Subsidiary and, thereafter (and within the time periods or efforts requirements as set forth in such documents), joinders to this Indenture (any applicable Equal Priority Intercreditor Agreement, Junior Priority Intercreditor Agreement and Security Documents or such other documents or instruments in form reasonably satisfactory new intercreditor agreements and Security Documents, an updated perfection certificate, together with any filings and agreements to the Trustee) (subject extent required by the Security Documents to create or perfect the limitations security interests for the benefit of the Holders in Article 10) and execute joinders to Collateral Documents (including the Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration of any period during which no such Credit Facilities exist, the 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 compriseSubsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor (and no 60-day period described in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates foregoing sentence shall apply to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally). (c) Each Note Guarantee shall be released in accordance with the provisions of Section 10.07.

Additional Note Guarantees. (a) After the Issue Date, the Company will, within 30 calendar days of the event giving rise to such requirement, cause each The Parent Guarantor shall not permit any of its Restricted Subsidiaries (other than any Restricted Securitization Subsidiary or Foreign Subsidiary) that is a Wholly Owned Subsidiary (and any Domestic Subsidiary that is a “controlled foreign corporation” as defined under Section 957 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 Code) that (1) is a borrower 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: (21) Guarantees any Debt of the Company or any of its such Restricted Subsidiaries Incurred under any Credit Facility to Guarantee the Notes pursuant to Subsidiary within 30 days executes and delivers a supplemental indenture substantially in the form of Exhibit D attached to this Indenture (or such other documents or instruments in form reasonably satisfactory to the Trustee) (subject to the limitations in Article 10) and execute joinders to Collateral Documents (including the Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, providing for the duration of any period during which no such Credit Facilities exist, the Company will cause a sufficient number of its Restricted Subsidiaries to Guarantee the Notes such that (i) each Non-Guarantor Subsidiary comprises no more than 5% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating except that with respect to fraudulent conveyance a guarantee of Debt of any Issuer or fraudulent transfer any Guarantor, if such Debt is by its express terms subordinated in right of payment to the Notes or similar laws affecting 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 creditors generally. (c) reimbursement, indemnity or subrogation or any other rights against any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.12 shall not be applicable to any Note Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Each Note Guarantee shall be released in accordance with the provisions of Section 10.0710.10.

Additional Note Guarantees. (a) After the Issue Date, the Company will, within 30 calendar days of the event giving rise to such requirement, will cause each of its Domestic Restricted Subsidiaries (other than any Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a borrower under any Credit Facility under, or (2) Guarantees any Debt Indebtedness of the Company or any of its Restricted Subsidiaries Incurred under 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 Guarantee execute and deliver to the Notes pursuant to Trustee a supplemental indenture substantially in the form of Exhibit D attached pursuant to which such Domestic Restricted Subsidiary shall become a Guarantor under this Indenture (or governing the Notes providing for a Guarantee by 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 Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration Restricted Subsidiary. Within 90 days of any period during which no such Credit Facilities existDomestic Restricted Subsidiary so becoming a Guarantor, the Company will also cause such Guarantor to execute and deliver such documents and instruments as shall be reasonably necessary to cause its property of a sufficient number type that would constitute Collateral to be made subject to a perfected Lien (subject to Permitted Liens) in favor of its Restricted Subsidiaries the Note Collateral Agent, as and to Guarantee the Notes extent provided in Article XII. A form of a Guarantor Supplemental Indenture for such that (i) each Non-Guarantor Subsidiary comprises no more than 5% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDApurposes is attached as Exhibit E hereto. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Note Guarantee shall will be released in accordance with the provisions of Section 10.0710.2.

Additional Note Guarantees. (a) After the Issue Date, If the Company will, within 30 calendar days of the event giving rise to such requirement, cause each or any of its Restricted Subsidiaries (other than any Restricted acquires or creates another Domestic Subsidiary that is a “controlled foreign corporation” as defined under Section 957 Wholly-Owned Subsidiary after the date of the Code) this Indenture that (1) is a borrower under guarantees or otherwise becomes an obligor with respect to any Credit Facility or (2) Guarantees any Debt Indebtedness of the Company or any of its Restricted Subsidiaries Incurred under any a Credit Facility to Guarantee the Notes pursuant to Facility, then such Domestic Subsidiary will become a Guarantor and execute a supplemental indenture substantially in the form and deliver an Opinion of Exhibit D attached to this Indenture (or such other documents or instruments in form reasonably satisfactory Counsel to the Trustee) (subject Trustee within 45 Business Days of the date such Domestic Subsidiary guarantees or otherwise becomes an obligor with respect to the limitations in Article 10) and execute joinders to Collateral Documents (including the Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration any Indebtedness of any period during which no such Credit Facilities exist, the Company will cause a sufficient number or any of its 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 the case may be, need 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 is a Wholly-Owned Subsidiary will provide by its terms that it will be automatically released under the Notes circumstances described in Article 10. The form of such that (i) each Non-Guarantor Subsidiary comprises no more than 5% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDAsupplemental indenture is attached as Exhibit E hereto. (b) Each Note Guarantee will state The Company may elect, in its sole discretion, to cause any Subsidiary that it will is not otherwise required to be limited a Guarantor to an amount become a Guarantor, in which case such Subsidiary shall not be required to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Note Guarantee shall be released in accordance comply with the provisions of 45 business day period described in Section 10.074.15(a).

Additional Note Guarantees. (a) After the Issue Date, the Company will, within 30 calendar days If any direct or indirect Restricted Subsidiary of the event giving rise to such requirement, cause each of its Restricted Subsidiaries Parent (other than the Issuer and Excluded Subsidiaries (except any Excluded Subsidiary which becomes a guarantor under the 2024 Credit Agreement in accordance with the terms of 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 that is to (i) enter into a “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a borrower under any Credit Facility or (2) Guarantees any Debt of the Company or any of its supplemental indenture pursuant to which such Restricted Subsidiaries Incurred under any Credit Facility Subsidiary shall agree to Guarantee the Notes pursuant Issuer’s Obligations under the Notes, fully and unconditionally and on a senior 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 in the form of Exhibit D E attached to this Indenture providing for the Guarantee of payment of the Notes by such Subsidiary on the 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 such other documents or instruments in form reasonably satisfactory such jurisdictions as may be required by applicable law to cause such assets to be made subject to the Trustee) (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 Article 10) the Applicable Security Principles and execute joinders to Collateral Documents (including the Collateral Trust Agreement) or new Collateral Documents and take all actions Security Documents, as may be required thereunder to perfect any security interests in such Collateral which may be perfected by the liens created thereunder; provided that, for filing of a financing statement or a similar document under the duration UCC or other similar statute or regulation of any period during which no such Credit Facilities exist, the 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 relevant states or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDAjurisdictions. (b) Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Note Guarantee shall be released in accordance with the provisions of Section 10.07.

Additional Note Guarantees. (a) On the Issue Date, each of the Guarantors will Guarantee the Notes in the manner and on the terms set forth in ARTICLE X hereof. After the Issue Date, the Company will, within 30 calendar days if any of the event giving rise to such requirement, cause each of its Company’s domestic Restricted Subsidiaries (other than any domestic Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of the Code) that Receivable Subsidiary or an Immaterial Subsidiary), (1) is becomes a borrower under any Credit Material Debt Facility or (2) Guarantees (a) any Debt of the Company or (b) any Debt of its the Company’s domestic Restricted Subsidiaries Incurred Subsidiaries, in the case of either (a) or (b), incurred under any Credit Facility Material Debt Facility, then the Company shall, within 15 days of such event, cause such Restricted Subsidiary to Guarantee the Notes pursuant to a supplemental indenture substantially in the form of Exhibit D attached to this Indenture (or such other documents or instruments in form reasonably satisfactory to the Trustee) (subject to the limitations in Article 10) and execute joinders to Collateral Documents (including the Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration of any period during which no such Credit Facilities exist, the Company will cause a sufficient number of its Restricted Subsidiaries to Guarantee the Notes such that (i) each Non-Guarantor Subsidiary comprises no more than 5% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) Notes. Each Note Guarantee will state that it will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. . Each Person that becomes a Guarantor after the Issue Date shall also become a party to the applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (cin 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 SECTION 4.22), certificates and opinions of counsel (subject to SECTION 4.22(iv), to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) Each 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 such Guarantors that constitute Collateral as security for such Guarantor’s Note Guarantee and as may be necessary to have such property or asset added to the Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture and the applicable Security Documents relating to the Collateral shall be released in accordance deemed to relate to such properties and assets to the same extent and with the provisions of Section 10.07same force and effect. Each Guarantee will be released pursuant to SECTION 10.6 and 10.7.