Common use of Execution and Delivery of Subsidiary Guarantees Clause in Contracts

Execution and Delivery of Subsidiary Guarantees. From and after the Issue Date, the Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.10, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 4.10, to promptly execute and deliver to the Trustee and the Collateral Agent a supplemental indenture substantially in the form attached as Exhibit B, or otherwise in form reasonably satisfactory to the Trustee, evidencing its Subsidiary Guarantee on substantially the terms set forth in this Article 10. Concurrently with the execution of such a supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such supplemental indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Subsidiary Guarantees. From and after the Issue Date, the Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.10, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 4.10, to promptly execute and deliver to the Trustee and the Collateral Agent a supplemental indenture substantially in the form attached as Exhibit B, or otherwise in form reasonably satisfactory to the Trustee, evidencing its Subsidiary Guarantee on substantially the terms set forth in this Article 10. Concurrently with the execution of such a supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, 104 moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such supplemental indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Subsidiary Guarantees. From and after the Issue Date, the Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.10, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 4.10, to promptly to, within the period specified in Section 4.10, execute and deliver to the Trustee and the Collateral Agent a supplemental indenture substantially in the form attached as Exhibit B, or otherwise in form reasonably satisfactory to the Trustee, evidencing its Subsidiary Guarantee on substantially the terms set forth in this Article 10. Concurrently with the execution of such a supplemental indenturetherewith, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such supplemental indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Subsidiary Guarantees. From and after the Issue Date, the The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.10414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 4.10414, to promptly execute and deliver to the Trustee and the Collateral Agent a supplemental indenture Supplemental Indenture substantially in the form attached as set forth in Exhibit BE to this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Subsidiary Guarantee on substantially the terms set forth in this Article 10XIII. Concurrently with the execution of such a supplemental indenturetherewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such supplemental indenture Supplemental Indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such supplemental indenture Supplemental Indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms.. 110

Execution and Delivery of Subsidiary Guarantees. From and after the Issue Date, the Company The Issuers shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.10414, and each Subsidiary of the Company Issuers that the Company Issuers causes to become a Subsidiary Guarantor pursuant to Section 4.10414, to promptly execute and deliver to the Trustee and the Collateral Agent a supplemental indenture substantially in the form attached as set forth in Exhibit BD to this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Subsidiary Guarantee on substantially the terms set forth in this Article 10XIII. Concurrently with the execution of such a supplemental indenturetherewith, the Company Issuers shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such supplemental indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Subsidiary Guarantees. From and after the Issue Date, the The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.10408, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 4.10408, to promptly execute and deliver to the Trustee and the Collateral Agent a supplemental indenture Supplemental Indenture substantially in the form attached as set forth in Exhibit BB to this Supplemental Indenture, or otherwise in form and substance reasonably satisfactory to the TrusteeTrustee and the Collateral Agent, evidencing its Subsidiary Guarantee with respect to each series of the Notes on substantially the terms set forth in this Article 10XIII. Concurrently with the execution of such a supplemental indenturetherewith, the Company shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee and the Collateral Agent to the effect that such supplemental indenture Supplemental Indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to the applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to the general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such supplemental indenture Supplemental Indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Subsidiary Guarantees. From and after the Issue Date, the The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.10410, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 4.10410, to promptly execute and deliver to the Trustee and the Collateral Agent a supplemental indenture substantially in the form attached as set forth in Exhibit BD to this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Subsidiary Guarantee on substantially the terms set forth in this Article 10XIII. Concurrently with the execution of such a supplemental indenturetherewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such supplemental indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Subsidiary Guarantees. From and after the Issue Date, the The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.10414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 4.10414, to promptly execute and deliver to the Trustee and the Collateral Agent a supplemental indenture Supplemental Indenture substantially in the form attached as set forth in Exhibit BD to this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Subsidiary Guarantee on substantially the terms set forth in this Article 1013. Concurrently with the execution of such a supplemental indenturetherewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such supplemental indenture Supplemental Indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to the applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies 101 generally and to the general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such supplemental indenture Supplemental Indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms.