Common use of Future Guarantors Clause in Contracts

Future Guarantors. If, after the Issue Date, any Wholly Owned Subsidiary of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then an Issuer or a Subsidiary Guarantor, (a) Incurs any Indebtedness under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness, or (b) Guarantees any Indebtedness of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, the Issuers shall cause such Restricted Subsidiary, within 20 Business Days thereof, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 107

Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Company Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then an Issuer a Guarantor guarantees or a Subsidiary Guarantor, (a) Incurs any Triggering Indebtedness under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness, or (b) Guarantees the Issuer otherwise elects to have any Indebtedness Restricted Subsidiary of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Issuer become a Guarantor, then, in each such case, the Issuers Issuer shall cause such Restricted Subsidiary, within 20 Business Days thereof, Subsidiary to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee that, in the case of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation ofclause (a), such Person becoming a supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness has been guaranteed or Incurred by such Wholly Owned Restricted Subsidiary. 107Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).

Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Restricted Subsidiary of the Company Lux Co-Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Receivables Subsidiary, any CFC, any CFC Holdco, any direct or indirect Subsidiary of a CFC and the U.S. Co-Issuer) that is not then an Issuer or a Subsidiary Guarantor, (a) Incurs Guarantor guarantees or borrows or issues any Indebtedness under the PropCo Senior Credit Agreement, Agreement or guarantees any other capital markets Indebtedness incurred pursuant to Section 4.08(d)(1) of the Lux Co-Issuer or any of its Restricted Subsidiaries with an aggregate principal amount in excess of $100 million (“Certain Capital Markets Indebtedness, Debt”) or (b) Guarantees the Lux Co-Issuer otherwise elects to have any Indebtedness Restricted Subsidiary of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Lux Co-Issuer become a Guarantor, then, in each such case, the Issuers Lux Co-Issuer shall cause such Restricted Subsidiary, within 20 Business Days thereof, Subsidiary to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee that, in the case of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation ofclause (a), such Person becoming a supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed, co-borrowed or co-issued by such Restricted Subsidiary. 107Each Guarantee shall be released in accordance Section 10.2(b).

Future Guarantors. If, after the Issue Date, any Wholly Owned Subsidiary of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then an Issuer or a Subsidiary Guarantor, (a) Incurs any Indebtedness under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness, or (b) Guarantees any Indebtedness of the Issuers or any other Subsidiary Guarantor under the PropCo any Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) Facility or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, the Issuers shall cause such Restricted Subsidiary, within 20 Business Days thereofof the date that such Indebtedness has been guaranteed, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D E hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 107; provided further that this Section 4.18 will not require any Wholly Owned Subsidiary to become a Subsidiary Guarantor unless and until any applicable Gaming Approval is obtained and the Company shall use commercially reasonable efforts to obtain such approval.

Future Guarantors. If, after the Issue Date, any (a) The Company shall cause each of its Wholly Owned Subsidiary of the Company (including Subsidiaries, other than any newly formed, newly acquired or newly redesignated Restricted Immaterial Subsidiary, but excluding any Excluded Subsidiary) that is not then an Issuer a Guarantor and that becomes a borrower or a Subsidiary Guarantorguarantor under one or more Debt Facilities or that incurs or Guarantees, (a) Incurs on the Issue Date or any Indebtedness under the PropCo Credit Agreementtime thereafter, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness, or (b) Guarantees any Indebtedness of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any which other Indebtedness incurred pursuant to Section 4.08(d)(1exceeds $50.0 million (the “Minimum Guarantee Amount”) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, the Issuers shall cause such Restricted Subsidiary, within 20 Business Days thereofin aggregate principal amount, to execute and deliver to the Trustee a supplemental indenture in to this Indenture, the form of which is attached as Exhibit D hereto B hereto, pursuant to which such Restricted Subsidiary shall become irrevocably and unconditionally Guarantee, on a Subsidiary Guarantor joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture providing for Indenture; provided, however, that a Restricted Subsidiary shall not be required to Guarantee by the Notes (i) if such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable is not a Wholly Owned Subsidiary or (ii) if such Restricted Subsidiary is prohibited from guaranteeing any Indebtedness pursuant to the other Subsidiary Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee terms of any Acquired Indebtedness for so long as such Acquired Indebtedness remains outstanding and such Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was does not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 107Incur any Indebtedness other than Acquired Indebtedness.

Future Guarantors. If, after the Issue Closing Date, (a) any Wholly Owned Domestic Subsidiary of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Receivables Subsidiary) that is not then an the Issuer or a Subsidiary Guarantor, (a) Guarantor guarantees or Incurs any Indebtedness under either of the PropCo Senior Credit Agreement, Agreements or guarantees any other capital markets Indebtedness incurred pursuant to Section 4.08(d)(1) of the Issuer or any of its Restricted Subsidiaries with an aggregate principal amount in excess of $75 million (“Certain Capital Markets Indebtedness, Debt”) or (b) Guarantees the Issuer otherwise elects to have any Indebtedness of the Issuers or any Restricted Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary become a Guarantor, then, in each such case, the Issuers Issuer shall cause such Restricted Subsidiary, within 20 Business Days thereof, Subsidiary to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee that, in the case of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation ofclause (a), such Person becoming a supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the applicable Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred by such Restricted Subsidiary. 107Each Guarantee shall be released in accordance Section 10.2(b).

Future Guarantors. If, after the Issue Date, any Wholly Owned Restricted Subsidiary of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then an Issuer or already a Subsidiary Guarantor, (a) Incurs any Indebtedness under the PropCo Credit Agreement, Guarantor guarantees any other Indebtedness of either of the Issuers or any of the Guarantors under any Credit Facility, then such Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture satisfactory to the Trustee and delivering an Opinion of Counsel to the Trustee within 30 days of the date on which it became a Restricted Subsidiary or such other guarantee was executed or such Indebtedness incurred, as applicable. Notwithstanding the foregoing, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.08(d)(1) 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or any Capital Markets Indebtednessdischarge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or (b) Guarantees as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, the Issuers shall cause such Restricted Subsidiary, within 20 Business Days thereof, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which be automatically released if such Restricted Subsidiary shall become a is designated an Unrestricted Subsidiary Guarantor under in accordance with this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 107Indenture.

Future Guarantors. (1) If, after the Issue Date, any Wholly Owned Subsidiary of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then an Issuer or a Subsidiary Guarantor, (a) Incurs any Indebtedness under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness, or (b) Guarantees any Indebtedness of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, the Issuers shall cause such Restricted Subsidiary, within 20 Business Days thereof, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such 105 Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 107.

Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Company Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Receivables Subsidiary, FSHCO or Subsidiary of a Controlled Foreign Subsidiary) that is not then an Issuer a Guarantor (x) guarantees or a Subsidiary Guarantor, (a) Incurs any Indebtedness under the PropCo a Holdings Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1Agreement (excluding Certain Capital Markets Debt) or (y) guarantees any capital markets Indebtedness of the Issuer with an aggregate principal amount in excess of $125 million (“Certain Capital Markets Indebtedness, Debt”) or (b) Guarantees the Issuer otherwise elects to have any Indebtedness Restricted Subsidiary of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Issuer become a Guarantor, then, in each such case, the Issuers Issuer shall cause such Restricted Subsidiary, within 20 Business Days thereof, Subsidiary to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee that, in the case of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation ofclause (a), such Person becoming a supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under such Holdings Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred, as applicable, by such Restricted Subsidiary. 107Each Guarantee shall be released in accordance with Section 10.2(b).

Future Guarantors. IfIf the Company or any of its Subsidiaries acquires or creates a Subsidiary, other than a Special Purpose Financing Subsidiary, after the Issue Datedate of this Indenture, any Wholly Owned Subsidiary of the Company (including will cause any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then an Issuer or a such Subsidiary Guarantor, to (a) Incurs any Indebtedness under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness, or (b) Guarantees any Indebtedness of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, the Issuers shall cause such Restricted Subsidiary, within 20 Business Days thereof, to execute and deliver to the Trustee a supplemental indenture supplement to this Indenture in accordance with the provisions of Article 11 of this Indenture, substantially in the form of attached hereto as Exhibit D hereto E, pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary guarantee the Securities and the obligations of the Company thereunder and hereunder, on the same basis as the Guarantors on the date hereof and (b) deliver promptly, and in any event no later than 20 Business Days following the date on which such Subsidiary was acquired or created, (provided that such Subsidiary, or its successor is still in existence on such date) to the Trustee (i) the supplemental indenture executed by such Subsidiary referred to in (a) above, and (ii) an Opinion of Counsel reasonably satisfactory to such Trustee to the effect that such supplemental indenture has been duly executed and delivered by such Subsidiary and is in compliance with the terms of this Indenture. Upon the execution of any such supplemental indenture, the obligations of the Guarantors and conditions as those set forth any such Subsidiary under their respective Guarantees shall become joint and several and each reference to the "Guarantor" in this Indenture and applicable shall be deemed to the other Subsidiary Guarantors; provided that this Section 4.18 will not be applicable refer to any Guarantee of any Restricted Subsidiary that existed at the time all Guarantors, including such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 107.

Future Guarantors. If, after the Issue Date, any Wholly Owned Subsidiary of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then an Issuer or a Subsidiary Guarantor, (a) Incurs any Indebtedness under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness, or (b) Guarantees any Indebtedness of the Issuers or any other Subsidiary Guarantor under the PropCo any Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) Facility or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, the Issuers shall cause such Restricted Subsidiary, within 20 Business Days thereofof the date that such Indebtedness has been guaranteed, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D E hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 107.

Future Guarantors. If, after the Issue Date, any Wholly Owned Restricted Subsidiary of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then an Issuer or already a Subsidiary Guarantor, (a) Incurs any Indebtedness under the PropCo Credit Agreement, Guarantor guarantees any other Indebtedness of either of the Issuers or any of the Guarantors under any Credit Facility, then such Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture satisfactory to the Trustee and delivering an Opinion of Counsel to the Trustee within 30 days of the date on which it became a Restricted Subsidiary or such other guarantee was executed or such Indebtedness incurred, as applicable. Notwithstanding the foregoing, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.08(d)(1) 5.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or any Capital Markets Indebtednessdischarge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or (b) Guarantees as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, the Issuers shall cause such Restricted Subsidiary, within 20 Business Days thereof, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which be automatically released if such Restricted Subsidiary shall become a is designated an Unrestricted Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on in accordance with the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 107Indenture.

Future Guarantors. If, on or after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Company Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Receivables Subsidiary) that is not then an Issuer a Guarantor guarantees or a Subsidiary Guarantor, (a) Incurs any Indebtedness under either Senior Credit Agreement or guarantees (i) any Existing Notes or (ii) any capital markets Indebtedness of the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) Issuer or any of its Restricted Subsidiaries with an aggregate principal amount in excess of the greater of (x) $150.0 million and (y) 8.0% of Four Quarter Consolidated EBITDA (clauses (i) and (ii), collectively, “Certain Capital Markets Indebtedness, Debt”) or (b) Guarantees the Issuer otherwise elects to have any Indebtedness Restricted Subsidiary of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Issuer become a Guarantor, then, in each such case, the Issuers Issuer shall cause such Restricted Subsidiary, within 20 Business Days thereof, Subsidiary to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee that, in the case of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation ofclause (a), such Person becoming a supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the applicable Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred, as applicable, by such Restricted Subsidiary. 107Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).

Future Guarantors. If, after the Issue DateEscrow Assumption, any Wholly Owned Restricted Subsidiary of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then an Issuer or already a Subsidiary Guarantor, (a) Incurs any Indebtedness under the PropCo Credit Agreement, Guarantor guarantees any other Indebtedness of either of the Issuers or any of the Guarantors under any Credit Facility, then such Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture satisfactory to the Trustee and delivering an Opinion of Counsel to the Trustee within 30 days of the date on which it became a Restricted Subsidiary or such other guarantee was executed or such Indebtedness incurred, as applicable. Notwithstanding the foregoing, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.08(d)(1) 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or any Capital Markets Indebtednessdischarge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or (b) Guarantees as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, the Issuers shall cause such Restricted Subsidiary, within 20 Business Days thereof, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which be automatically released if such Restricted Subsidiary shall become a is designated an Unrestricted Subsidiary Guarantor under in accordance with this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 107Indenture.

Future Guarantors. If, on or after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Receivables Subsidiary) that is not then an Issuer a Guarantor guarantees or a Subsidiary Guarantor, (a) Incurs any Indebtedness under the PropCo Senior Credit AgreementAgreement or guarantees (i) any Existing Convertible Notes, or (ii) any other capital markets Indebtedness incurred pursuant to Section 4.08(d)(1) of the Company or any of its Restricted Subsidiaries with an aggregate principal amount of $50.0 million (clauses (i) and (ii), collectively, “Certain Capital Markets Indebtedness, Debt”) or (b) Guarantees the Company otherwise elects to have any Indebtedness Restricted Subsidiary of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Company become a Guarantor, then, in each such case, the Issuers Company shall cause such Restricted Subsidiary, within 20 Business Days thereof, Subsidiary to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee that, in the case of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation ofclause (a), such Person becoming a supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred, as applicable, by such Restricted Subsidiary. 107Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).

Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Subsidiary of the Company CommScope (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Receivables Subsidiary) that is not then an the Issuer or a Subsidiary Guarantor, (a) Guarantor guarantees or Incurs any Indebtedness under the PropCo either Senior Credit Agreement, Agreement or guarantees any other capital markets Indebtedness incurred pursuant to Section 4.08(d)(1) of CommScope or any of its Restricted Subsidiaries (including Indebtedness under any indenture governing the Existing Unsecured Notes) with an aggregate principal amount in excess of $150.0 million (“Certain Capital Markets Indebtedness, Debt”) or (b) Guarantees CommScope or the Issuer otherwise elects to have any Indebtedness Restricted Subsidiary of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary CommScope become a Guarantor, then, the Issuers in each such case, CommScope shall cause such Restricted Subsidiary, within 20 Business Days thereof, Subsidiary to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee that, in the case of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation ofclause (a), such Person becoming a supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the applicable Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred, as applicable, by such Restricted Subsidiary. 107Each Guarantee shall be released in accordance with Section 10.2(b).

Future Guarantors. If, after the Issue Date, any Wholly Owned Subsidiary of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then an The Issuer or a Subsidiary Guarantor, (a) Incurs any Indebtedness under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness, or (b) Guarantees any Indebtedness of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, the Issuers shall cause such each Restricted Subsidiary, within 20 10 Business Days thereofof becoming a Restricted Subsidiary, to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto C pursuant to which such Restricted Subsidiary shall guarantee the Issuer’s Obligations under the Securities and this Indenture; provided, however, that no Foreign Subsidiary or Domestic CFC Holdco shall be required to become a Guarantor if doing so would reasonably be expected to result in material adverse tax consequences for the Issuer or any of its Subsidiaries (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined in good faith by the Issuer; provided, further, however, that no Immaterial Subsidiary Guarantor under this Indenture providing for shall be required to become a Guarantee by Guarantor; provided, further, however, that if a Restricted Subsidiary ceases to be an Immaterial Subsidiary, the Issuer shall cause such Restricted Subsidiary, within 10 Business Days of ceasing to be an Immaterial Subsidiary, to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C pursuant to which such Restricted Subsidiary on shall guarantee the same terms Issuer’s Obligations under the Securities and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 107Indenture.

Future Guarantors. If, after the Issue Date, (a) any Wholly Owned Domestic Restricted Subsidiary of the Company Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Receivables Subsidiary, a Foreign Subsidiary, a FSHCO or a Subsidiary of a Controlled Foreign Subsidiary or of a FSHCO) that is not then an Issuer a Guarantor guarantees or a Subsidiary Guarantor, (a) Incurs any Triggering Indebtedness under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness, or (b) Guarantees the Issuer otherwise elects to have any Indebtedness Restricted Subsidiary of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Issuer become a Guarantor, then, in each such case, the Issuers Issuer shall cause such Restricted Subsidiary, within 20 Business Days thereof, Subsidiary to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee that, in the case of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation ofclause (a), such Person becoming a supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness has been guaranteed or Incurred by such Wholly Owned Restricted Subsidiary. 107Each Guarantee shall be released upon the terms and in accordance with Section 10.2(b).