Common use of Future Guarantees Clause in Contracts

Future Guarantees. The Issuer will cause each of the Company’s Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Material Debt to within 15 days therewith, execute and deliver to the Trustee a supplemental indenture to this Indenture providing for the guarantee by such Subsidiary, on a joint and several basis with the Company and all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, premium or otherwise) and this Indenture, including all indemnities, fees and expenses payable by the Issuer thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Issuer of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Indenture to be performed, observed or discharged by it. The obligations of each Guarantor (other than the Company) under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released of all obligations of such Guarantor (other than the Company) under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. The Any Person that becomes a Guarantor, jointly and severally, fully, unconditionally and irrevocably guarantees as primary obligors and not merely as a sureties, the obligations of the Issuer under the Securities and this Indenture, and guarantees to each Holder of a Security authenticated and delivered by the Trustee in accordance with the terms hereof, and to the Trustee on behalf of such Holder, that (a) the Issuer will cause make payment of the principal of and interest (including Additional Interest, if any) on the Securities will be paid in full when due, whether at the Maturity Date, by acceleration, redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder, including obligations arising under Articles III and VII hereof, will be paid in full or performed, all in accordance with the terms hereof and thereof and (b) the full performance, within applicable grace periods, of all other obligations of the Issuer under this Indenture and the Securities which may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article IX, notwithstanding any extension or renewal. Each Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenant that the Guarantee of such Guarantor shall not be discharged as to any Security except by complete performance of the obligations contained in such Security, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. Each Guarantor agrees that, in the event of a default in payment of principal or interest, including contingent interest, if any, on such Security, whether at the Maturity Date of the Security, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of or by the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each of the Company’s Subsidiaries Guarantors to enforce such Guarantor's Guarantee without first proceeding against the Issuer or any other Guarantor, if any. Each Guarantor agrees that guarantees if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise becomes liable to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) subject to this Article IX, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligation as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, dissolution or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any timetime payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a borrower or an additional or co-borrower "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, for the purposes of the amounts due under the Guarantee, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Notwithstanding anything to contrary herein, nothing in respect this Article IX shall constitute a guarantee by any Guarantor of any Material Debt to within 15 days therewith, execute and deliver to the Trustee a supplemental indenture to this Indenture providing for the guarantee by such Subsidiary, on a joint and several basis with the Company and all other such Subsidiaries, obligations of (x) the prompt payment in full when due of all amounts payable by the Issuer pursuant to under the Notes (whether for principal, interest, premium or otherwise) Securities and this Indenture, including all indemnities, fees and expenses payable by the Issuer thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Issuer of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Indenture to be performed, observed or discharged by it. The obligations of each Guarantor (other than the Company) under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released of all obligations of such Guarantor (other than the Company) under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. The Issuer Any Person that becomes a Guarantor, jointly and severally, fully, unconditionally and irrevocably guarantees as primary obligors and not merely as a sureties, the obligations of the Company under the Securities and this Indenture, and guarantees to each Holder of a Security authenticated and delivered by the Trustee in accordance with the terms hereof, and to the Trustee on behalf of such Holder, that (a) the Company will cause make payment of the principal of and interest (including Additional Interest, if any) on the Securities will be paid in full when due, whether at the Maturity Date, by acceleration, redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder, including obligations arising under Articles III and VII hereof, will be paid in full or performed, all in accordance with the terms hereof and thereof and (b) the full performance, within applicable grace periods, of all other obligations of the Company under this Indenture and the Securities which may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article X, notwithstanding any extension or renewal. Each Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Issuers or any other Person, protest, notice and all demands whatsoever and covenant that the Guarantee of such Guarantor shall not be discharged as to any Security except by complete performance of the obligations contained in such Security, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. Each Guarantor agrees that, in the event of a default in payment of principal or interest, including contingent interest, if any, on such Security, whether at the Maturity Date of the Security, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of or by the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each of the Company’s Subsidiaries Guarantors to enforce such Guarantor's Guarantee without first proceeding against the Company or any other Guarantor, if any. Each Guarantor agrees that guarantees if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise becomes liable to return to the Issuers or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) subject to this Article X, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligation as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, dissolution or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers' assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any timetime payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a borrower or an additional or co-borrower "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, for the purposes of the amounts due under the Guarantee, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Notwithstanding anything to contrary herein, nothing in respect this Section X shall constitute a guarantee by any Guarantor of any Material Debt to within 15 days therewith, execute and deliver to obligations of Centennial or Centennial PR under the Trustee a supplemental indenture to this Indenture providing for the guarantee by such Subsidiary, on a joint and several basis with the Company and all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principal, interest, premium or otherwise) Securities and this Indenture, including all indemnities, fees and expenses payable by the Issuer thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Issuer of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Indenture to be performed, observed or discharged by it. The obligations of each Guarantor (other than the Company) under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released of all obligations of such Guarantor (other than the Company) under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. The If, after the Issue Date, any wholly owned Restricted Subsidiary creates, assumes or incurs any Specified Unsecured Debt or guarantees any Specified Unsecured Debt, in each case issued by the Issuer will or any wholly owned Restricted Subsidiary after the Issue Date, then the Issuer shall cause each such wholly owned Restricted Subsidiary, within 45 days from such creation, assumption, incurrence or guarantee of the Company’s Subsidiaries that guarantees or otherwise becomes liable at any timesuch Specified Unsecured Debt, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Material Debt to within 15 days therewith, execute and deliver to the Trustee a supplemental indenture to this Indenture providing for substantially in the guarantee form of Exhibit B to provide a Note Guarantee by such SubsidiaryRestricted Subsidiary of the payment of the principal of, premium, if any, and interest on a joint and several basis with the Company and all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Issuer pursuant to the Notes (whether for principalon an unsecured unsubordinated basis, interest, premium or otherwise) and this Indenture, including all indemnities, fees and expenses payable by the Issuer thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Issuer of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Indenture to be performed, observed or discharged by it. The obligations of each Guarantor (other than the Company) under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee except that no such guarantee of the Notes will automatically be required (i) as a result of any indebtedness (including any guarantees) by a Person (x) existing at the time such Person is merged into, or consolidated with, any Restricted Subsidiary, (y) existing at the time such Person becomes a Restricted Subsidiary or (z) being assumed by a Restricted Subsidiary in connection with a sale, lease or other disposition of the properties and permanently terminate and be released of all obligations assets of such Guarantor Person (or a division thereof) as an entirety or substantially as an entirety to any Restricted Subsidiary; provided that in each case any such indebtedness or guarantee was not incurred in contemplation thereof, (ii) by any Restricted Subsidiary that is prohibited by any applicable law, rule, regulation or contractual obligation (other than any contractual obligation created in contemplation of such incurrence or guarantee) from guaranteeing the CompanyNotes or (iii) under its Guarantee by any Restricted Subsidiary that would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee of the Notes and this Indenture will automatically and permanently terminate and (unless such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05consent, approval, license or authorization has been received).