Common use of Additional Note Guarantees Clause in Contracts

Additional Note Guarantees. If the Company or any of its Restricted Subsidiaries 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 or (ii) capital markets debt securities of the Company or any other Guarantor after the Issue Date, then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit E hereto within 60 days of the date on which it guarantees such Indebtedness; provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with 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-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such time.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) the Issuer or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of Guarantees any Indebtedness under (i) any syndicated the Vail Holdings Credit Facility or (ii) capital markets debt securities of the Company Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor after (other than Indebtedness owing to the Issue DateIssuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Domestic Subsidiary of the Issuer that Guarantees any Indebtedness under the Vail Holdings Credit Agreement or any other capital markets Indebtedness of the Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will or Additional Obligor, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit E hereto H within 60 days 30 Business Days of the date on which it guarantees 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 Indebtedness; provided supplemental indenture complies with the applicable provisions of this Indenture, that the foregoing shall not apply all conditions precedent in this Indenture relating to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that such transaction have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereofsatisfied, provided, further, however, and such Opinion of Counsel shall additionally state that this covenant shall not be applicable in such supplemental indenture is enforceable against 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 new Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required subject to comply with the 60-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timecustomary qualifications.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) the Issuer or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of Guarantees any Indebtedness under (i) any syndicated the Senior Secured Credit Facility or (ii) capital markets debt securities of Facility, the Company 2027 Senior Notes or any other capital markets Indebtedness of the Issuer or a Guarantor after (other than Indebtedness owing to the Issue DateIssuer or any of its Restricted Subsidiaries) with an aggregate principal amount greater than or equal to $100.0 million; or (2) any Subsidiary of the Issuer that Guarantees any Indebtedness under the Senior Secured Credit Facility, the 2027 Senior Notes 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 Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will or Additional Obligor, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit E hereto H within 60 days 30 Business Days of the date on which it guarantees 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 Indebtedness; provided supplemental indenture complies with the applicable provisions of this Indenture, that the foregoing shall not apply all conditions precedent in this Indenture relating to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that such transaction have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereofsatisfied, provided, further, however, and such Opinion of Counsel shall additionally state that this covenant shall not be applicable in such supplemental indenture is enforceable against 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 new Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required subject to comply with the 60-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timecustomary qualifications.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) Parent or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of incurs any Indebtedness under (i) Credit Facilities or any syndicated Credit Facility loan or (ii) capital markets debt securities in an aggregate principal amount greater than or equal to $150.0 million or guarantees any such Indebtedness of the Company Parent or any other of its Domestic Subsidiaries; or (2) any Domestic Subsidiary of Parent incurs Indebtedness under Credit Facilities or any syndicated loan or capital markets debt securities in an aggregate principal amount greater than or equal to $150.0 million or guarantees any such Indebtedness of Parent or any of its Domestic Subsidiaries and that Domestic Subsidiary was not a Guarantor after the Issue Dateimmediately prior to such incurrence or guarantee (an “Additional Obligor”), then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will or Additional Obligor, as the case may be, shall become a Guarantor and execute a supplemental indenture indenture, substantially in the form of Exhibit E hereto J to this Indenture within 60 days 30 Business Days of the date on which it guarantees was acquired or created or became an Additional Obligor. In addition, Parent shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such Indebtedness; provided supplemental Indenture complies with the applicable provisions of this Indenture, that the foregoing shall not apply all conditions precedent in this Indenture relating to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that such transaction have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereofsatisfied, provided, further, however, and such opinion of counsel shall additionally state that this covenant shall not be applicable in such supplemental Indenture is enforceable against 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 new Guarantor, in which casesubject to customary qualifications, and the Trustee shall have completed its customary client identification process for such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timenew Guarantor.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) the Issuer or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Domestic Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of Guarantees any Indebtedness under (i) any syndicated the Senior Secured Credit Facility or (ii) any other capital markets debt securities Indebtedness of the Company 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 after (other than Indebtedness owing to the Issue DateIssuer 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 Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will or Additional Obligor, as the case may be shall (i) become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit E hereto H within 60 days 30 Business Days of the date on which it guarantees 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 Indebtedness; provided supplemental indenture complies with the applicable provisions of this Indenture, that the foregoing shall not apply all conditions precedent in this Indenture relating to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that such transaction 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-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timesatisfied.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) Holdings or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of Guarantees any Indebtedness under Credit Facilities of the Issuer or a Guarantor (iother than Indebtedness owing to Holdings or any of its Restricted Subsidiaries) in an aggregate principal amount greater than or equal to $150.0 million; or (2) any syndicated Subsidiary of Holdings that Guarantees any Indebtedness under Credit Facility or (ii) capital markets debt securities Facilities of the Company Issuer or a Guarantor (other than Indebtedness owing to Holdings or any other of its Restricted Subsidiaries) in an aggregate principal amount greater than or equal to $150.0 million, and that Subsidiary was not a Guarantor after the Issue Dateimmediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will or Additional Obligor, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit E hereto H within 60 days 30 Business Days of the date on which it guarantees 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 Indebtedness; provided supplemental indenture complies with the applicable provisions of this Indenture, that the foregoing shall not apply all conditions precedent in this Indenture relating to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that such transaction have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereofsatisfied, provided, further, however, and such Opinion of Counsel shall additionally state that this covenant shall not be applicable in such supplemental indenture is enforceable against 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 new Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required subject to comply with the 60-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timecustomary qualifications.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) Parent or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of incurs any Indebtedness under (i) Credit Facilities or any syndicated Credit Facility loan or (ii) capital markets debt securities in an aggregate principal amount greater than or equal to $150.0 million or guarantees any such Indebtedness of the Company Parent or any other of its Domestic Subsidiaries; or (2) any Domestic Subsidiary of Parent incurs Indebtedness under the Credit Facilities or any syndicated loan or capital markets debt securities in an aggregate principal amount greater than or equal to $150.0 million or guarantees any such Indebtedness of Parent or any of its Domestic Subsidiaries and that Domestic Subsidiary was not a Guarantor after the Issue Dateimmediately prior to such incurrence or guarantee (an “Additional Obligor”), then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will or Additional Obligor, as the case may be, shall become a Guarantor and execute a supplemental indenture indenture, to be perfected and executed through exchange of correspondence, substantially in the form of Exhibit E hereto J-1 to this Indenture within 60 days 30 Business Days of the date on which it guarantees was acquired or created or became an Additional Obligor. In addition, Parent shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such Indebtedness; provided supplemental Indenture complies with the applicable provisions of this Indenture, that the foregoing shall not apply all conditions precedent in this Indenture relating to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that such transaction have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereofsatisfied, provided, further, however, and such opinion of counsel shall additionally state that this covenant shall not be applicable in such supplemental Indenture is enforceable against 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 new Guarantor, in which casesubject to customary qualifications, and the Trustee shall have completed its customary client identification process for such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timenew Guarantor.

Additional Note Guarantees. If If, on or after the Issue Date (unless such acquired or created Domestic Subsidiary is properly designated as an Unrestricted Subsidiary): (1) the Company or any of its Restricted Domestic Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of incurs any Indebtedness under (i) the Credit Agreements, any syndicated Credit Facility loan or (ii) capital markets debt securities Indebtedness or Guarantees any such Indebtedness of the Company or any other of its Domestic Subsidiaries; or (2) any Domestic Subsidiary of the Company incurs Indebtedness under the Credit Agreements, any syndicated loan or capital markets Indebtedness or Guarantees any such Indebtedness of the Company or any of its Domestic Subsidiaries, and that Domestic Subsidiary was not a Guarantor after the Issue Date, immediately prior to such incurrence or Guarantee (an “Additional Obligor”), (i) 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 E hereto within 60 days of the date on which it guarantees such Indebtedness; provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with 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 allowAdditional Obligor, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be shall become a Guarantor and Guarantee the Company’s Obligations in respect of the Notes and (ii) execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 30 days after the date on which it was acquired or created (to the effect that such supplemental indenture has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions)) or incurred, as the case may be; provided that no Receivables Entity will be required to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and such Note Guarantee may be released Guarantor at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such time.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) the Issuer or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Domestic Subsidiary that is a Domestic Wholly-Owned Subsidiary and that guarantees payment by the Company of incurs any Indebtedness under (i) any syndicated the Senior Secured Credit Facility Facilities or (ii) any syndicated loan or capital markets debt securities in an aggregate principal amount in excess of $100.0 million or guarantees any such Indebtedness of the Company Issuer or a Guarantor; or (2) any other Domestic Subsidiary of the Issuer that is a Wholly-Owned Subsidiary incurs Indebtedness under (i) the Senior Secured Credit Facilities or (ii) any syndicated loan or capital markets debt securities in an aggregate principal amount in excess of $100.0 million or guarantees any such Indebtedness of the Issuer or a Guarantor after the Issue Dateand that Domestic Subsidiary was not a Guarantor immediately prior to such incurrence or guarantee (an “Additional Obligor”), then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will or Additional Obligor, as the case may be, must become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit E hereto an exhibit to the Indenture within 60 days 30 Business Days of the date on which it guarantees became an obligor or a guarantor under the Senior Secured Credit Facilities or such Indebtednesscapital markets debt securities; provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereof, provided, further, however, that this covenant shall not be applicable in the event to any guarantee of any acquired Domestic Subsidiary 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-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) existed at the time such Person became a Subsidiary of the release of Issuer and was not incurred in connection with, or in contemplation of, such Guarantee) assuming such Subsidiary were not Person becoming a Guarantor at such timeSubsidiary.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) the Issuer or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of incurs any Indebtedness under (i) Credit Facilities or any syndicated Credit Facility loan or (ii) capital markets debt securities in an aggregate principal amount greater than or equal to $150.0 million or guarantees any such Indebtedness of the Company Issuer or any other of its Domestic Subsidiaries; or (2) any Domestic Subsidiary of the Issuer incurs Indebtedness under the Credit Facilities or any syndicated loan or capital markets debt securities in an aggregate principal amount greater than or equal to $150.0 million or guarantees any such Indebtedness of the Issuer or any of its Domestic Subsidiaries and that Domestic Subsidiary was not a Guarantor after the Issue Dateimmediately prior to such incurrence or guarantee (an “Additional Obligor”), then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will or Additional Obligor, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit E hereto J to this Indenture within 60 days 30 Business Days of the date on which it guarantees was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such Indebtedness; provided supplemental Indenture complies with the applicable provisions of this Indenture, that the foregoing shall not apply all conditions precedent in this Indenture relating to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that such transaction have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereofsatisfied, provided, further, however, and such opinion of counsel shall additionally state that this covenant shall not be applicable in such supplemental Indenture is enforceable against 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 new Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required subject to comply with the 60-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timecustomary qualifications.

Additional Note Guarantees. If If, on or after the Merger Date (unless such acquired or created Domestic Subsidiary is properly designated as an Unrestricted Subsidiary): (1) the Company or any of its Restricted Domestic Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of incurs any Indebtedness under (i) the Credit Agreements, any syndicated Credit Facility loan or (ii) capital markets debt securities Indebtedness or Guarantees any such Indebtedness of the Company or any other of its Domestic Subsidiaries; or (2) any Domestic Subsidiary of the Company incurs Indebtedness under the Credit Agreements, any syndicated loan or capital markets Indebtedness or Guarantees any such Indebtedness of the Company or any of its Domestic Subsidiaries, and that Domestic Subsidiary was not a Guarantor after the Issue Date, immediately prior to such incurrence or Guarantee (an “Additional Obligor”), (i) 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 E hereto within 60 days of the date on which it guarantees such Indebtedness; provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with 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 allowAdditional Obligor, as the case may be, any Subsidiary or any of its direct or indirect parent entities that is not otherwise required to be shall become a Guarantor and Guarantee the Company’s Obligations in respect of the Notes and (ii) execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 30 days after the date on which it was acquired or created (to the effect that such supplemental indenture has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions)) or incurred, as the case may be; provided that no Receivables Entity will be required to become a Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required to comply with the 60-day period described above and such Note Guarantee may be released Guarantor at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such time.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) the Issuer or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of Guarantees any Indebtedness under (i) any syndicated the Senior Secured Credit Facility or (ii) any other capital markets debt securities Indebtedness of the Company 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 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 after (other than Indebtedness owing to the Issue DateIssuer 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 Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will or Additional Obligor, as the case may be (i) shall become a Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit E hereto H within 60 days 30 Business Days of the date on which it guarantees 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 Indebtedness; provided supplemental indenture complies with the applicable provisions of this Indenture, that the foregoing shall not apply all conditions precedent in this Indenture relating to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that such transaction have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereofsatisfied, provided, further, however, and such Opinion of Counsel shall additionally state that this covenant shall not be applicable in such supplemental indenture is enforceable against 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 new Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required subject to comply with the 60-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timecustomary qualifications.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) the Issuer or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary (other than a Receivables Entity) that guarantees payment by the Company of incurs any Indebtedness under Credit Facilities (iother than the Senior Secured Credit Facilities) or any syndicated Credit Facility loan or (ii) capital markets debt securities or guarantees any such Indebtedness of the Company Parent Guarantor or any of its Domestic Subsidiaries; or (2) any Domestic Subsidiary (other than a Receivables Entity) of the Issuer incurs Indebtedness under Credit Facilities (other than the Senior Secured Credit Facilities) or any syndicated loan or capital markets debt securities or guarantees any such Indebtedness of the Issuer or any of its Domestic Subsidiaries and that Domestic Subsidiary was not a Guarantor after the Issue Dateimmediately prior to such incurrence or guarantee (an “Additional Obligor”), then that newly acquired or created Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary will or Additional Obligor, as the case may be, shall become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit E hereto J to this Indenture within 60 days 30 Business Days of the date on which it guarantees 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 Indebtedness; provided supplemental Indenture complies with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that entry into such supplemental indenture have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereofsatisfied, provided, further, however, and such Opinion of Counsel shall additionally state that this covenant shall not be applicable in such supplemental indenture is enforceable against 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 new Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required subject to comply with the 60-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such timecustomary qualifications.

Additional Note Guarantees. If If, on or after the Company Issue Date: (1) Holdings or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that guarantees payment by the Company of Guarantees any Indebtedness under Credit Facilities of the Issuer or a Guarantor (iother than Indebtedness owing to Holdings or any of its Restricted Subsidiaries) in an aggregate principal amount greater than or equal to $150.0 million; or (2) any syndicated Subsidiary of Holdings that Guarantees any Indebtedness under Credit Facility or (ii) capital markets debt securities Facilities of the Company Issuer or a Guarantor (other than Indebtedness owing to Holdings or any other of its Restricted Subsidiaries) in an aggregate principal amount greater than or equal to $150.0 million, and that Subsidiary was not a Guarantor after the Issue Dateimmediately prior to such Guarantee (an “Additional Obligor”), then that newly acquired or created Wholly Owned Restricted Subsidiary that is or Additional Obligor, as the case may be (i) shall become a Domestic Subsidiary will Guarantor and (ii) execute a supplemental indenture substantially in the form of Exhibit I within 30 Business Days of the date on which it was acquired or created or became an Additional Obligor. In addition, in the event of the release of the Note Guarantee given by ▇▇▇▇▇ ▇▇▇▇▇▇ International Group Limited in connection with a Permitted Reorganization, its Replacement Entity shall promptly thereafter become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit E hereto within 60 days I. 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 date on which it guarantees applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such Indebtedness; provided that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) any Insurance Subsidiary or (iii) Subsidiaries that transaction have been properly designated as Unrestricted Subsidiaries in accordance with Section 4.17 hereofsatisfied, provided, further, however, and such Opinion of Counsel shall additionally state that this covenant shall not be applicable in such supplemental indenture is enforceable against 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 new Guarantor, in which case, such Subsidiary or direct or indirect parent entity shall not be required subject to comply with the 60-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 then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such time.customary qualifications. 72