Common use of Future Guarantees Clause in Contracts

Future Guarantees. If, after the Issue Date, (a) any Domestic Subsidiary of Holdings (other than the Company or any Subsidiary that is an “Excluded Subsidiary” under the 2018 Credit Agreement) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the 2018 Credit Agreement or the 2026 Notes or guarantees any other indebtedness under any Credit Facility of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Holdings shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Subsidiary shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary; provided that, in the case of clause (a), such supplemental indenture, joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following the date that such Subsidiary becomes a guarantor under the 2018 Credit Agreement, the 2026 Notes or such other applicable indebtedness.

Future Guarantees. If, (a) If the Issuers or any of their Restricted Subsidiaries acquire or create another domestic Wholly-Owned Subsidiary after the Issue Date, then that newly acquired or created domestic Wholly-Owned Subsidiary (aa “New Guarantor”) any Domestic Subsidiary of Holdings (other than the Company or any Subsidiary that is an “Excluded Subsidiary” under the 2018 Credit Agreement) that is not then must become a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the 2018 Credit Agreement or the 2026 Notes or guarantees any other indebtedness under any Credit Facility of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Holdings shall cause such Subsidiary to and execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D and supplemental Security Documents within 30 calendar days (or the period referred to in Section 4.19(c) with respect to Security Documents covering real property) of the date on which it was acquired or created; provided that, all Subsidiaries that have properly been designated as Unrestricted Subsidiaries under this Indenture pursuant shall not be required to which comply with this Section 4.20. (b) The following additional requirements shall apply: (i) the Issuers and the New Guarantor will cause to be filed such Subsidiary amendments or other instruments, if any, and recorded in such jurisdictions as may be required by applicable law to grant, preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such New Guarantor, together with such financing statements and other documents and instruments as may be required to perfect any security interests in such Collateral to the extent required hereunder or by the Security Documents; (ii) any Collateral owned by or transferred to the New Guarantor shall become a Guarantor (A) continue to constitute Collateral under this Indenture and shall provide a Guarantee the Security Documents; and (B) not be subject to any Lien other than Liens permitted by such Subsidiary, on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to Security Documents; and (iii) the Issuers shall have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary; provided that, in the case of clause (a), such supplemental indenture, joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following (with a copy to the date Notes Collateral Agent) an Officers’ Certificate and an Opinion of Counsel, each stating that such Subsidiary becomes a guarantor under supplemental indenture and Security Documents comply with the 2018 Credit Agreementapplicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that such supplemental indenture and Security Documents are enforceable against the 2026 Notes or such other applicable indebtednessNew Guarantor, subject to customary qualifications, and are effective to perfect the Lien of the Security Documents on the Collateral.

Future Guarantees. If(a) If any Domestic Subsidiary that is not already a Subsidiary Guarantor guarantees any Debt of the Issuer or a Subsidiary Guarantor under, or borrows Debt under, the Senior Credit Facilities on or after the Issue Date, (a) any then such Domestic Subsidiary shall execute, within 30 days of Holdings (the date on which it became a guarantor or borrower with respect to such other than the Company or any Subsidiary that is an “Excluded Subsidiary” under the 2018 Credit Agreement) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the 2018 Credit Agreement or the 2026 Notes or guarantees any other indebtedness under any Credit Facility of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million or (b) Holdings otherwise elects to have any Subsidiary become a GuarantorDebt, then, in each such case, Holdings shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture in substantially the form attached hereto as Exhibit B, pursuant to which such Domestic Subsidiary shall become a Subsidiary Guarantor under this Indenture and shall provide a Guarantee by such Subsidiarywith respect to the Notes, on substantially upon the same terms and conditions as those subject to the release provisions and other limitations set forth in this Indenture and applicable Indenture. (b) Each Person that becomes a Subsidiary Guarantor after the Issue Date shall also become a party to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms applicable Security Documents and shall as may be determined by Holdings, and promptly as practicable execute and deliver to such security instruments, financing statements, mortgages, deeds of trust (in substantially the Trustee joinders same form as those executed and delivered with respect to the Collateral Documents on the Issue Date or new Collateral Documents together with any other filings and agreements required by on the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary; provided that, date first delivered in the case of clause Collateral which this Indenture provides may be delivered after the Issue Date (abut no greater scope)) as may be necessary to vest in the Collateral Agent a perfected first-priority security interest (subject to Permitted Liens) in properties and assets that constitute Fixed Asset Collateral and a perfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute Current Asset Collateral, in either case, as security for such supplemental indenture, joinders Subsidiary Guarantor’s Subsidiary Guarantee and as may be necessary to have such property or asset added to the Collateral as required under the Security Documents or new and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral Documents together with any other such filings and agreements shall be executed deemed to relate to such properties and delivered assets to the Trustee reasonably promptly following same extent and with the date that such Subsidiary becomes a guarantor under the 2018 Credit Agreement, the 2026 Notes or such other applicable indebtednesssame force and effect.

Future Guarantees. If, after the Issue Date, (a) any Domestic Subsidiary of Holdings the Issuer (other than the Company including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Subsidiary that is an “Securitization Entity and any Excluded Subsidiary” under the 2018 Credit Agreement) that is not then a Guarantor guarantees or incurs any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to Indebtedness under the 2018 ABL Credit Agreement or the 2026 Notes or guarantees any other indebtedness under any Credit Facility capital markets debt Indebtedness of Holdings the Issuer or any Domestic Subsidiary with an aggregate principal amount another Guarantor that is in excess of $100.0 250.0 million or (b) Holdings the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, Holdings the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture and shall provide providing for a Note Guarantee by such Subsidiary, Restricted Subsidiary on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary; provided that, in the case of clause (a), such supplemental indenture, joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements indenture shall be executed and delivered to the Trustee reasonably promptly following within 20 Business Days of the date that such Subsidiary Indebtedness under the ABL Credit Agreement has been guaranteed or incurred by such Restricted Subsidiary. Each Person that becomes a guarantor Guarantor after the Issue Date shall also become a party to the applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust and other related real estate deliverables (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the Notes Collateral Agent a perfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute Collateral, as security for such Guarantor’s Note Guarantee and as may be necessary to have such property or assets added to the Collateral as required under the 2018 Credit AgreementSecurity Documents and this Indenture, and thereupon all provisions of this Indenture relating to the 2026 Notes or Collateral shall be deemed to relate to such other applicable indebtednessproperties and assets to the same extent and with the same force and effect. Each Note Guarantee shall be released upon the terms and in accordance with the provisions of Article 10 hereof.

Future Guarantees. IfIf (i) any Domestic Subsidiary that is not already a Subsidiary Guarantor guarantees any Debt of the Company or a Subsidiary Guarantor under, or borrows Debt under, the ABL Credit Facility or (ii) any Restricted Subsidiary that is not already a Subsidiary Guarantor guarantees or becomes obligated as a co-issuer or co-borrower of any Capital Markets Debt issued or borrowed by the Company or any Subsidiary Guarantor in excess of $50.0 million on or after the Issue Date, (a) any Domestic then such Restricted Subsidiary of Holdings (other than the Company or any Subsidiary that is an “Excluded Subsidiary” under the 2018 Credit Agreement) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the 2018 Credit Agreement or the 2026 Notes or guarantees any other indebtedness under any Credit Facility of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million or (b) Holdings otherwise elects to have any Subsidiary will become a GuarantorSubsidiary Guarantor and, thenwithin 30 days of the date on which it became a guarantor or borrower with respect to such other Debt, in each such case, Holdings shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture indenture, Security Documents and an acknowledgment and/or Joinder to this Indenture the Intercreditor Agreements and the Senior-Junior Intercreditor Agreement pursuant to which such Subsidiary shall become a Guarantor under this Indenture will (A) guarantee payment of the Notes and shall provide a Guarantee by such Subsidiary, all obligations in respect of the Notes on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other GuarantorsIndenture, or if Holdings has elected to have such Subsidiary provide such Guarantee, (B) ▇▇▇▇▇ ▇ ▇▇▇▇ on such terms as may be determined by Holdings, and execute and deliver to of its assets of the Trustee joinders to type that would constitute Collateral in favor of the Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests Trustee for the benefit of the Holders Noteholder Secured Parties as security for the Notes and all obligations in respect of the Notes on terms and conditions substantially similar to those set forth in the Collateral of such Subsidiary; provided thatSecurity Documents then existing and (C) agree to acknowledge, in the case of clause (a), such supplemental indenture, joinders and agree to the Collateral Documents or new Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following the date that such Subsidiary becomes a guarantor under the 2018 Credit Agreementcomply with, the 2026 Notes or such other applicable indebtednessterms of the Intercreditor Agreements.

Future Guarantees. If, after the Issue Date, (a) any Domestic Subsidiary of Holdings (other than the Company or any Subsidiary that is an “Excluded Subsidiary” under the 2018 Credit Agreement) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the 2018 Credit Agreement or Agreement, the 2029 First Lien Notes, the 2026 Notes or guarantees any other indebtedness under any Credit Facility capital markets Indebtedness of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million 400.0 million, or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Holdings shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Subsidiary shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary; provided that, in the case of clause (a), such supplemental indenture, joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following the date that such Subsidiary becomes a guarantor under the 2018 Credit Agreement, the 2029 First Lien Notes, the 2026 Notes or such other applicable indebtedness.

Future Guarantees. (a) If, after the Issue Date, (ai) any Wholly Owned Domestic Restricted Subsidiary of Holdings (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary, other than the Company or any Subsidiary entity that is an “Excluded Subsidiary” required to guarantee the Indebtedness under the 2018 Initial Term Loan Credit Agreement) that is not then an Issuer or a Guarantor guarantees any indebtedness or incurs Indebtedness under either of Holdings the Senior Credit Agreements or guarantees Obligations of the Company, either Issuer or any Domestic Subsidiary incurred pursuant to of the 2018 Credit Agreement or the 2026 Notes or guarantees any other indebtedness Guarantors under any Credit Facility capital markets debt securities of Holdings or any Domestic Subsidiary such Person with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) or (bii) Holdings the Company otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, Holdings the Company shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture (in substantially the form of Exhibit E hereto) pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, Guarantors and execute and deliver to the Trustee joinders to the Collateral Security Documents or new Collateral Security Documents together with any other filings and agreements required by the Collateral Security Documents to create or perfect the security interests for the benefit of the Holders holders of the Notes in the Collateral of such Restricted Subsidiary; provided that, in the case of clause (ai), such supplemental indenture, joinders to the Collateral Security Documents or new Collateral Security Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following within 20 Business Days of the date that such Subsidiary becomes a guarantor Indebtedness under the 2018 ABL Credit AgreementAgreement or the Initial Term Loan Credit Agreement or Certain Capital Markets Debt has been guaranteed or incurred by such Restricted Subsidiary (subject to any later deadline provided for in this Indenture or applicable Security Documents to create or perfect the security interests for the benefit of the holders of the Notes in any property required to become Collateral). (b) Each Note Guarantee of a Restricted Subsidiary will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the 2026 Notes or such other applicable indebtednessrights of creditors generally. (c) Each Note Guarantee shall be released upon the terms and in accordance with the provisions of Article 10.

Future Guarantees. If, after the Issue Date, (a) any Domestic Subsidiary of Holdings (other than the Company or any Subsidiary that is an “Excluded Subsidiary” under the 2018 Credit Agreement) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the 2018 2020 Credit Agreement Agreement, the 2025 Notes or the 2026 Notes or guarantees any other indebtedness under any Credit Facility capital markets Indebtedness of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million 400.0 million, or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Holdings shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Subsidiary shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary; provided that, in the case of clause (a), such supplemental indenture, joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following the date that such Subsidiary becomes a guarantor under the 2018 2020 Credit Agreement, the 2026 Notes, the 2025 Notes or such other applicable indebtedness.

Future Guarantees. If, after the Issue Date, (a) any Domestic Subsidiary of Holdings (other than the Company or any Subsidiary that is an “Excluded Subsidiary” under the 2018 Credit Agreement) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the 2018 Credit Agreement Agreement, the 2025 First Lien Notes, the 2025 Second Lien Notes or the 2026 Notes or guarantees any other indebtedness under any Credit Facility capital markets Indebtedness of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million 400.0 million, or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Holdings shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Subsidiary shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary; provided that, in the case of clause (a), such supplemental indenture, joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following the date that such Subsidiary becomes a guarantor under the 2018 Credit Agreement, the 2026 Notes, the 2025 First Lien Notes, the 2025 Second Lien Notes or such other applicable indebtedness.