Common use of Future Guarantees Clause in Contracts

Future Guarantees. If, on or after the first date of original issuance of the Notes and prior to the Maturity Date, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) execute and deliver a supplemental indenture to this Indenture permitted by Section 10.01(c), the form of which is attached as Exhibit B, pursuant to which such Subsidiary will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 13; provided that such Guarantor shall deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications as to the matters set forth therein) to the effect that: (i) such Note Guarantee has been duly executed and authorized; and (ii) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guarantee.

Future Guarantees. If, on The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the first date of original issuance hereof) that subsequent to the date hereof guarantees any Indebtedness of the Notes Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and prior to the Maturity Datesuch guarantees, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant “Guaranteed Indebtedness”) to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on Company’s obligations under the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) execute and deliver a supplemental indenture to this Indenture permitted by Section 10.01(c), the form of which is attached as Exhibit B, pursuant to which such Subsidiary will agree to be a Guarantor under this Indenture and be bound this Second Supplemental Indenture with respect to payment and performance of the Series F Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the terms Future Subsidiary Guarantors. Within 60 days of this Indenture applicable to Guarantorsthe date of such occurrence, including, but not limited to, Article 13; provided that such Future Subsidiary Guarantor shall execute or deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications as a supplemental indenture making such Future Subsidiary Guarantor a party to the matters set forth thereinIndenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series F Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series F Notes required hereby or (B) subordinated in right of payment to the effect that: (i) such Note Guarantee has been duly executed and authorized; and (ii) such Note Guarantee constitutes a validSeries F Notes, binding and enforceable obligation then the guarantee of such SubsidiaryGuaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series F Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series F Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, except insofar as enforcement thereof may such Future Subsidiary Guarantor’s guarantee of the Series F Notes shall be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guaranteeautomatically released.

Future Guarantees. If, on The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the first date of original issuance hereof) that subsequent to the date hereof guarantees any Indebtedness of the Notes Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and prior to the Maturity Datesuch guarantees, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant “Guaranteed Indebtedness”) to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on Company’s obligations under the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) execute and deliver a supplemental indenture to this Indenture permitted by Section 10.01(c), the form of which is attached as Exhibit B, pursuant to which such Subsidiary will agree to be a Guarantor under this Indenture and be bound this Third Supplemental Indenture with respect to payment and performance of the Series G Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the terms Future Subsidiary Guarantors. Within 60 days of this Indenture applicable to Guarantorsthe date of such occurrence, including, but not limited to, Article 13; provided that such Future Subsidiary Guarantor shall execute or deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications as a supplemental indenture making such Future Subsidiary Guarantor a party to the matters set forth thereinIndenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series G Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series G Notes required hereby or (B) subordinated in right of payment to the effect that: (i) such Note Guarantee has been duly executed and authorized; and (ii) such Note Guarantee constitutes a validSeries G Notes, binding and enforceable obligation then the guarantee of such SubsidiaryGuaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series G Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series G Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, except insofar as enforcement thereof may such Future Subsidiary Guarantor’s guarantee of the Series G Notes shall be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guaranteeautomatically released.

Future Guarantees. If, on The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the first date of original issuance hereof) that subsequent to the date hereof guarantees any Indebtedness of the Notes Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and prior to the Maturity Datesuch guarantees, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant “Guaranteed Indebtedness”) to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on Company’s obligations under the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) execute and deliver a supplemental indenture to this Indenture permitted by Section 10.01(c), the form of which is attached as Exhibit B, pursuant to which such Subsidiary will agree to be a Guarantor under this Indenture and be bound this Fifth Supplemental Indenture with respect to payment and performance of the Series H Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the terms Future Subsidiary Guarantors. Within 60 days of this Indenture applicable to Guarantorsthe date of such occurrence, including, but not limited to, Article 13; provided that such Future Subsidiary Guarantor shall execute or deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications as a supplemental indenture making such Future Subsidiary Guarantor a party to the matters set forth thereinIndenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series H Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series H Notes required hereby or (B) subordinated in right of payment to the effect that: (i) such Note Guarantee has been duly executed and authorized; and (ii) such Note Guarantee constitutes a validSeries H Notes, binding and enforceable obligation then the guarantee of such SubsidiaryGuaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series H Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series H Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, except insofar as enforcement thereof may such Future Subsidiary Guarantor’s guarantee of the Series H Notes shall be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guaranteeautomatically released.

Future Guarantees. If, on or after the first date of original issuance of the Notes and prior to the Maturity Date, the Company or any The Issuer will cause each of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on the terms set forth or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in Article 13. The Company shall cause each such Subsidiary to: (a) respect of any Material Debt to within 15 days therewith, execute and deliver to the Trustee a supplemental indenture to this Indenture permitted providing for the guarantee by Section 10.01(c)such Subsidiary, on a joint and several basis with the form Company and all other such Subsidiaries, of which is attached as Exhibit B, (x) the prompt payment in full when due of all amounts payable by the Issuer pursuant to which such Subsidiary will agree 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 a performed, observed or discharged by it. The obligations of each Guarantor (other than the Company) under this Indenture its Guarantee of the Notes and be bound by the terms under Article 10 of this Indenture applicable will be limited as provided in Section 10.03. Anything in this Indenture to Guarantorsthe contrary notwithstanding, including, but not limited to, Article 13; provided that each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released of all obligations of such Guarantor shall deliver to (other than the Trustee an Opinion Company) under its Guarantee of Counsel (which may contain customary exceptions the Notes and qualifications as to 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 matters Notes and this Indenture under the circumstances set forth therein) to the effect that: (i) such Note Guarantee has been duly executed and authorized; and (ii) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note GuaranteeSection 10.05.

Future Guarantees. If, on The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the first date of original issuance hereof) that subsequent to the date hereof guarantees any Indebtedness of the Notes Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and prior to the Maturity Datesuch guarantees, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant “Guaranteed Indebtedness”) to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on Company’s obligations under the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) execute and deliver a supplemental indenture to this Indenture permitted by Section 10.01(c), the form of which is attached as Exhibit B, pursuant to which such Subsidiary will agree to be a Guarantor under this Indenture and be bound this First Supplemental Indenture with respect to payment and performance of the Series E Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the terms Future Subsidiary Guarantors. Within 60 days of this Indenture applicable to Guarantorsthe date of such occurrence, including, but not limited to, Article 13; provided that such Future Subsidiary Guarantor shall execute or deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications as a supplemental indenture making such Future Subsidiary Guarantor a party to the matters set forth thereinIndenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series E Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series E Notes required hereby or (B) subordinated in right of payment to the effect that: (i) such Note Guarantee has been duly executed and authorized; and (ii) such Note Guarantee constitutes a validSeries E Notes, binding and enforceable obligation then the guarantee of such SubsidiaryGuaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series E Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series E Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, except insofar as enforcement thereof may such Future Subsidiary Guarantor’s guarantee of the Series E Notes shall be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guaranteeautomatically released.

Future Guarantees. If, on or after the first date of original issuance of the Notes and prior to the Maturity 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 Company Issuer or any of wholly owned Restricted Subsidiary after the Company’s Subsidiaries incur Issue Date, then the Issuer shall cause such wholly owned Restricted Subsidiary, within 45 days from such creation, assumption, incurrence or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant such Specified Unsecured Debt, to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) execute and deliver a supplemental indenture to this Indenture permitted by Section 10.01(c), substantially in the form of which is attached as Exhibit BB to provide a Note Guarantee by such Restricted Subsidiary of the payment of the principal of, pursuant to which premium, if any, and interest on the Notes on an unsecured unsubordinated basis, except that no such Subsidiary guarantee of the Notes will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 13; provided that such Guarantor shall deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications as to the matters set forth therein) to the effect that: required (i) such Note Guarantee has been duly executed and authorized; and (ii) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment 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 under its Note Guaranteeor (z) being assumed by a Restricted Subsidiary in connection with a sale, lease or other disposition of the properties and assets of such 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 Notes or (iii) by any Restricted Subsidiary that would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee of the Notes (unless such consent, approval, license or authorization has been received).

Future Guarantees. If, on or after the first date of original issuance of the The Notes and prior to the Maturity Date, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes will not be Guaranteed by any of the Company’s Issuers’ Subsidiaries pursuant to on the terms Closing Date. After the Closing Date, Wise Intermediate Holdings will cause each Restricted Subsidiary (other than ▇▇▇▇▇) that Guarantees any Indebtedness of either Issuer (“Guaranteed Indebtedness”) within ten business days of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each date on which such Restricted Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on the terms set forth in Article 13. The Company shall cause each Guarantees such Subsidiary to: (a) Guaranteed Indebtedness to execute and deliver a supplemental indenture to this Indenture permitted by Section 10.01(c), in the form of which is attached as Exhibit B, B pursuant to which such Restricted Subsidiary will agree to be unconditionally Guarantee, on a Guarantor joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture and be bound by on the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 13; provided that such Guarantor shall deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications conditions as to the matters set forth therein) to in this Indenture. If the effect that: Guaranteed Indebtedness is (i) pari passu in right of payment with the Notes, then the Guarantee of such Note Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee has been duly executed and authorized; and or (ii) such Note subordinated in right of payment to the Notes, then the Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may Guaranteed Indebtedness shall be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating subordinated in right of payment to fraudulent transfers) and except insofar as enforcement thereof the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subject subordinated to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note GuaranteeNotes.

Future Guarantees. If, on The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the first date of original issuance hereof) that subsequent to the date hereof guarantees any Indebtedness of the Notes Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and prior to the Maturity Datesuch guarantees, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant “Guaranteed Indebtedness”) to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on Company’s obligations under the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) execute and deliver a supplemental indenture to this Indenture permitted by Section 10.01(c), the form of which is attached as Exhibit B, pursuant to which such Subsidiary will agree to be a Guarantor under this Indenture and be bound this Seventh Supplemental Indenture with respect to payment and performance of the Series J Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the terms Future Subsidiary Guarantors. Within 60 days of this Indenture applicable to Guarantorsthe date of such occurrence, including, but not limited to, Article 13; provided that such Future Subsidiary Guarantor shall execute or deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications as a supplemental indenture making such Future Subsidiary Guarantor a party to the matters set forth thereinIndenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series J Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series J Notes required hereby or (B) subordinated in right of payment to the effect that: (i) such Note Guarantee has been duly executed and authorized; and (ii) such Note Guarantee constitutes a validSeries J Notes, binding and enforceable obligation then the guarantee of such SubsidiaryGuaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series J Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series J Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, except insofar as enforcement thereof may such Future Subsidiary Guarantor’s guarantee of the Series J Notes shall be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guaranteeautomatically released.

Future Guarantees. If, on or after the first date of original issuance of the Notes and prior to the Maturity Date, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) The Borrower shall cause any Domestic Subsidiary of the Borrower that guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or a Subsidiary Guarantor (“Guaranteed Indebtedness”) to guarantee the Indebtedness under this Agreement within thirty (30) calendar days after so guaranteeing such Guaranteed Indebtedness and such Domestic Subsidiary shall execute and deliver a supplemental indenture joinder to this Indenture permitted Agreement providing for a Guaranty by Section 10.01(c)such Restricted Subsidiary. The Borrower may elect, the form of which in its sole discretion, to cause any Subsidiary that is attached as Exhibit B, pursuant to which such Subsidiary will agree not otherwise required to be a Subsidiary Guarantor under this Indenture and to become a Subsidiary Guarantor, in which case such Subsidiary shall not be bound by required to comply with the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 13; provided that such Guarantor shall deliver to thirty (30) calendar day period described above. (b) If the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications as to the matters set forth therein) to the effect thatGuaranteed Indebtedness: (i) ranks equally with the Loans (or the applicable Guaranty) in right of payment, then the guarantee of such Note Guarantee has been duly executed and authorizedGuaranteed Indebtedness shall rank equally with, or subordinate to the Guaranty issued pursuant to this Section 6.03 in right of payment; andor (ii) such Note Guarantee constitutes a validis subordinated in right of payment to the Loans (or the applicable Guaranty), binding and enforceable obligation then the guarantee of such Subsidiary, except insofar as enforcement thereof may Guaranteed Indebtedness shall be limited by bankruptcy, insolvency subordinated in right of payment to the Guaranty issued pursuant to Section 6.03 at least to the extent that the Guaranteed Indebtedness is subordinated to the Loans (or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guaranteeapplicable Guaranty).

Future Guarantees. If, on The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the first date of original issuance hereof) that subsequent to the date hereof guarantees any Indebtedness of the Notes Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and prior to the Maturity Datesuch guarantees, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant “Guaranteed Indebtedness”) to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on Company’s obligations under the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) execute and deliver a supplemental indenture to this Indenture permitted by Section 10.01(c), the form of which is attached as Exhibit B, pursuant to which such Subsidiary will agree to be a Guarantor under this Indenture and be bound this Sixth Supplemental Indenture with respect to payment and performance of the Series I Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the terms Future Subsidiary Guarantors. Within 60 days of this Indenture applicable to Guarantorsthe date of such occurrence, including, but not limited to, Article 13; provided that such Future Subsidiary Guarantor shall execute or deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications as a supplemental indenture making such Future Subsidiary Guarantor a party to the matters set forth thereinIndenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series I Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series I Notes required hereby or (B) subordinated in right of payment to the effect that: (i) such Note Guarantee has been duly executed and authorized; and (ii) such Note Guarantee constitutes a validSeries I Notes, binding and enforceable obligation then the guarantee of such SubsidiaryGuaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series I Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series I Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, except insofar as enforcement thereof may such Future Subsidiary Guarantor’s guarantee of the Series I Notes shall be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guaranteeautomatically released.

Future Guarantees. If, on The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the first date of original issuance hereof) that subsequent to the date hereof guarantees any Indebtedness of the Notes Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and prior to the Maturity Datesuch guarantees, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant “Guaranteed Indebtedness”) to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on Company’s obligations under the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) execute and deliver a supplemental indenture to this Indenture permitted by Section 10.01(c), the form of which is attached as Exhibit B, pursuant to which such Subsidiary will agree to be a Guarantor under this Indenture and be bound this Eighth Supplemental Indenture with respect to payment and performance of the Series K Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the terms of this Indenture applicable to Future Subsidiary Guarantors, including, but not limited to, Article 13; provided that this Section 3.02 shall no longer apply upon the elimination of the future guarantees covenant from all of the outstanding Existing Senior Notes (including upon redemption or repayment in full) and from the Credit Facility. Within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute or deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions and qualifications as a supplemental indenture making such Future Subsidiary Guarantor a party to the matters set forth thereinIndenture for such purpose. To the extent this Section 3.02 is applicable, if the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series K Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series K Notes required hereby or (B) subordinated in right of payment to the effect that: (i) such Note Guarantee has been duly executed and authorized; and (ii) such Note Guarantee constitutes a validSeries K Notes, binding and enforceable obligation then the guarantee of such SubsidiaryGuaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series K Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series K Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, except insofar as enforcement thereof may or the termination of this Section 3.02 in accordance with the proviso to the first sentence hereof, such Future Subsidiary Guarantor’s guarantee of the Series K Notes shall be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guaranteeautomatically released.