Common use of Future Guarantees Clause in Contracts

Future Guarantees. (a) If, after the Issue Date, (i) any Wholly Owned Domestic Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary, other than any entity that is required to guarantee the Indebtedness under the Initial Term Loan Credit Agreement) that is not then an Issuer or a Guarantor guarantees or incurs Indebtedness under either of the Senior Credit Agreements or guarantees Obligations of the Company, either Issuer or any of the Guarantors under any capital markets debt securities of any such Person with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) or (ii) the Company otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, 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 on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and execute and deliver to the Trustee joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the holders of the Notes in the Collateral of such Restricted Subsidiary; provided that, in the case of clause (i), such supplemental indenture, joinders to the Security Documents or new Security Documents together with any other such filings and agreements shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the ABL Credit Agreement 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).

Future Guarantees. (a) If, after the Issue Date, (ia) any Wholly Owned Domestic Restricted Subsidiary of Holdings (including other than the Company or any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Subsidiary that is an Excluded Subsidiary, other than any entity that is required to guarantee the Indebtedness under the Initial Term Loan Credit Agreement) that is not then an Issuer or a Guarantor guarantees any indebtedness of Holdings or incurs Indebtedness under either of any Domestic Subsidiary incurred pursuant to the Senior 2020 Credit Agreements Agreement, the 2025 Notes or the 2026 Notes or guarantees Obligations of the Company, either Issuer or any of the Guarantors under any capital markets debt securities Indebtedness of Holdings or any such Person Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) 400.0 million, or (iib) the Company Holdings otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company Holdings 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 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 Security Collateral Documents or new Security Collateral Documents together with any other filings and agreements required by the Security Collateral Documents to create or perfect the security interests for the benefit of the holders of the Notes Holders in the Collateral of such Restricted Subsidiary; provided that, in the case of clause (ia), such supplemental indenture, joinders to the Security Collateral Documents or new Security Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee within 20 Business Days of reasonably promptly following the date that such Indebtedness Subsidiary becomes a guarantor under the ABL 2020 Credit Agreement Agreement, the 2026 Notes, the 2025 Notes 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 other 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)indebtedness.

Future Guarantees. (a) If, after the Issue Date, (ia) any Wholly Owned Domestic Restricted Subsidiary of Holdings (including other than the Company or any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Subsidiary that is an Excluded Subsidiary, other than any entity that is required to guarantee the Indebtedness under the Initial Term Loan Credit Agreement) that is not then an Issuer or a Guarantor guarantees any indebtedness of Holdings or incurs Indebtedness under either of any Domestic Subsidiary incurred pursuant to the Senior Credit Agreements Agreement, the 2025 First Lien Notes, the 2025 Second Lien Notes or the 2026 Notes or guarantees Obligations of the Company, either Issuer or any of the Guarantors under any capital markets debt securities Indebtedness of Holdings or any such Person Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) 400.0 million, or (iib) the Company Holdings otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company Holdings 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 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 Security Collateral Documents or new Security Collateral Documents together with any other filings and agreements required by the Security Collateral Documents to create or perfect the security interests for the benefit of the holders of the Notes Holders in the Collateral of such Restricted Subsidiary; provided that, in the case of clause (ia), such supplemental indenture, joinders to the Security Collateral Documents or new Security Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee within 20 Business Days of reasonably promptly following the date that such Indebtedness Subsidiary becomes a guarantor under the ABL Credit Agreement Agreement, the 2026 Notes, the 2025 First Lien Notes, the 2025 Second Lien Notes 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 other 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)indebtedness.

Future Guarantees. (a) If, after the Issue Date, (ia) any Wholly Owned Domestic Restricted Subsidiary of Holdings (including other than the Company or any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Subsidiary that is an Excluded Subsidiary, other than any entity that is required to guarantee the Indebtedness under the Initial Term Loan Credit Agreement) that is not then an Issuer or a Guarantor guarantees any indebtedness of Holdings or incurs Indebtedness under either of any Domestic Subsidiary incurred pursuant to the Senior Credit Agreements Agreement, the 2029 First Lien Notes, the 2026 Notes or guarantees Obligations of the Company, either Issuer or any of the Guarantors under any capital markets debt securities Indebtedness of Holdings or any such Person Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) 400.0 million, or (iib) the Company Holdings otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company Holdings 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 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 Security Collateral Documents or new Security Collateral Documents together with any other filings and agreements required by the Security Collateral Documents to create or perfect the security interests for the benefit of the holders of the Notes Holders in the Collateral of such Restricted Subsidiary; provided that, in the case of clause (ia), such supplemental indenture, joinders to the Security Collateral Documents or new Security Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee within 20 Business Days of reasonably promptly following the date that such Indebtedness Subsidiary becomes a guarantor under the ABL Credit Agreement Agreement, the 2029 First Lien Notes, the 2026 Notes 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 other 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)indebtedness.

Future Guarantees. (a) If, after the Issue Date, (ia) any Wholly Wholly-Owned Domestic Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary, other than any entity that is required to guarantee the Indebtedness under the Initial Term Loan Credit Agreement) that is not then an a Co-Issuer or a Guarantor (x) guarantees or incurs any Indebtedness under either the ABL Credit Agreement or (y) guarantees or incurs any capital markets Indebtedness of the Senior Credit Agreements or guarantees Obligations of the Company, either a Co-Issuer or any of the Guarantors under any capital markets debt securities of any such Person Guarantor with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) or (iib) the Company Parent Guarantor otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company Parent Guarantor 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 Note Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and execute and deliver to the Trustee joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests Liens for the benefit of the holders Holders of the Notes in the Collateral of such Restricted Subsidiary; provided that, in the case of clause (ia), such supplemental indenture, joinders to the Security Documents or new Security Documents together with any other such filings and agreements shall be executed and delivered to the Trustee within 20 Business Days of after the date that such Indebtedness under the ABL Credit Agreement or the Initial Term Loan Credit Agreement or agreement governing such 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)Subsidiary.

Future Guarantees. (a) If, after the Issue Date, (ia) any Wholly Owned Domestic Restricted Subsidiary of the Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Securitization Entity and any Excluded Subsidiary, other than any entity that is required to guarantee the Indebtedness under the Initial Term Loan Credit Agreement) that is not then an Issuer or a Guarantor guarantees or incurs any Indebtedness under either of the Senior ABL Credit Agreements Agreement or guarantees Obligations of the Company, either Issuer or any of the Guarantors under any other capital markets debt securities Indebtedness of any such Person with an aggregate principal amount the Issuer or another Guarantor that is in excess of $100.0 250.0 million (“Certain Capital Markets Debt”) or (iib) the Company Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company Issuer 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 providing for a Note Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and execute and deliver to the Trustee joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the holders of the Notes in the Collateral of such Restricted SubsidiaryGuarantors; provided that, in the case of clause (ia), such supplemental indenture, joinders to the Security Documents or new Security Documents together with any other such filings and agreements indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the ABL Credit Agreement or the Initial Term Loan Credit Agreement or Certain Capital Markets Debt has been guaranteed or incurred by such Restricted Subsidiary Subsidiary. Each Person that becomes a 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 any later deadline provided Permitted Liens) in properties and assets that constitute Collateral, as security for in such Guarantor’s Note Guarantee and as may be necessary to have such property or assets added to the Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture or applicable Security Documents relating to create or perfect the security interests for Collateral shall be deemed to relate to such properties and assets to the benefit 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 the holders of the Notes in any property required to become Collateral)Article 10 hereof.

Future Guarantees. (a) If, after the Issue Date, (ia) any Wholly Owned Domestic Restricted Subsidiary of Holdings (including other than the Company or any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Subsidiary that is an “Excluded Subsidiary, other than any entity that is required to guarantee the Indebtedness ” under the Initial Term Loan 2018 Credit Agreement) that is not then an Issuer or a Guarantor guarantees any indebtedness of Holdings or incurs Indebtedness under either of any Domestic Subsidiary incurred pursuant to the Senior 2018 Credit Agreements Agreement or the 2026 Notes or guarantees Obligations any other indebtedness under any Credit Facility of the Company, either Issuer Holdings or any of the Guarantors under any capital markets debt securities of any such Person Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) or (iib) the Company Holdings otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company Holdings 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 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 Security Collateral Documents or new Security Collateral Documents together with any other filings and agreements required by the Security Collateral Documents to create or perfect the security interests for the benefit of the holders of the Notes Holders in the Collateral of such Restricted Subsidiary; provided that, in the case of clause (ia), such supplemental indenture, joinders to the Security Collateral Documents or new Security Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee within 20 Business Days of reasonably promptly following the date that such Indebtedness Subsidiary becomes a guarantor under the ABL 2018 Credit Agreement Agreement, the 2026 Notes 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 other 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)indebtedness.