Common use of Future Guarantors Clause in Contracts

Future Guarantors. Each Restricted Subsidiary of the Company organized under the laws of the United States, any political subdivision thereof, any state thereof or the District of Columbia that is required to Guarantee the Notes (and thereby become a Guarantor) after the Issue Date pursuant to Section 4.17 shall promptly (i) execute and deliver to the Trustee a supplemental indenture, in substantially the form attached hereto as Exhibit D, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of the Company’s Obligations under the Notes upon the terms set forth in this Indenture and (ii) execute and deliver to the Collateral Agent a joinder agreement to each of the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes, and take all actions required by the Security Documents to cause the Note Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request (subject to customary exceptions, assumptions and qualifications).

Future Guarantors. Each The Company will cause each Restricted Subsidiary that is not then an Issuer or a Subsidiary Guarantor, that (a) Incurs any Indebtedness under any of the Company organized under the laws of the United StatesPark Credit Agreements, any political subdivision thereofAdditional Pari Passu Lien Obligations, any state thereof or the District of Columbia that is required to Guarantee the Notes (and thereby become a Guarantor) after the Issue Date other Indebtedness incurred pursuant to Section 4.17 shall promptly 4.08(d)(1) and/or any Capital Markets Indebtedness or (ib) Guarantees any Indebtedness of the Issuers or any Subsidiary Guarantor under any of the Park Credit Agreements, any Additional Pari Passu Lien Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture, indenture in substantially the form attached of Exhibit D hereto as Exhibit D, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on a senior secured basis, all of the Company’s Obligations under the Notes upon the same terms and conditions as those set forth in this Indenture and (ii) execute and deliver applicable to the Collateral Agent 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 joinder agreement to each Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Notwithstanding the foregoing, the Note Guarantee by a Subsidiary Guarantor that is a Restricted Subsidiary of the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes, and take all actions required by the Security Documents Company will be automatically released pursuant to cause the Note Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request (subject to customary exceptions, assumptions and qualifications)Section 10.05 hereof.

Future Guarantors. Each After the Issue Date, the Issuer will cause each domestic Restricted Subsidiary of the Company organized under the laws of the United States, any political subdivision thereof, any state thereof or the District of Columbia that is required to Guarantee the Notes (and thereby become a Guarantor) after the Issue Date pursuant to Section 4.17 shall promptly other than (i) any Excluded Subsidiary and (ii) any Restricted Subsidiary prohibited from providing a Guarantee by any agreement governing Non-Recourse Indebtedness (or the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the entity that is the borrower (or the direct parent of the borrower) under any Non-Recourse Indebtedness), any joint venture agreement or the terms of any Co-investment Vehicle or any separate account or investment program managed, operated or sponsored by an Investment Subsidiary) to execute and deliver to the Trustee a supplemental indenture, in substantially the form attached hereto as Exhibit D, Guaranty Agreement pursuant to which such domestic Restricted Subsidiary shall unconditionally Guarantee, on a senior secured basis, all will Guarantee payment of the Company’s Obligations under Notes on the Notes upon the same terms and conditions as those set forth in this Indenture and (ii) the Indenture. A Restricted Subsidiary required to provide a Guaranty Agreement shall execute a Guaranty Agreement in the form of a supplemental indenture in the form of Exhibit C hereto and deliver to the Collateral Agent a joinder agreement to each of the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes, and take all actions required by the Security Documents to cause the Note Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which to the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such the supplemental indenture has been duly authorized, executed and delivered by such Guarantor Restricted Subsidiary and that such supplemental indenture is constitutes a legally valid and binding obligation of such GuarantorRestricted Subsidiary, enforceable against such Guarantor Restricted Subsidiary in accordance with its terms and/or to such other matters as the Trustee may reasonably request (subject to customary exceptions). For the avoidance of doubt, assumptions the Issuer may, in its sole discretion, but is not required to, cause any Excluded Subsidiary to execute and qualifications)deliver to the Trustee a Guaranty Agreement. Notwithstanding anything to the contrary set forth above in this Section 4.09, this Section 4.09 will be subject to Section 4.16.

Future Guarantors. Each Restricted (a) Promptly upon any person becoming a direct or indirect Domestic Subsidiary of the Company organized under the laws of the United States(other than a Domestic Subsidiary that would not be a Designated Subsidiary, any political subdivision thereof, any state thereof or the District of Columbia that would be a Non-Material Subsidiary) or upon a Domestic Subsidiary that is required to Guarantee a Designated Subsidiary no longer meeting the Notes (and thereby become criteria for being a Guarantor) after the Issue Date pursuant to Section 4.17 shall promptly Non-Material Subsidiary, or upon a Domestic Subsidiary that is not a Non-Material Subsidiary becoming a Designated Subsidiary, (i) such new or existing Domestic Subsidiary shall execute and deliver a guarantee of all of the obligations owing to the Trustee a supplemental indentureLenders hereunder, substantially in substantially the form of the Supplemental Guarantee attached hereto as Exhibit DH-1, pursuant and enter into a Supplemental Securities Pledge Agreement (under which shares of any Foreign Subsidiary pledged by ASI or any Domestic Subsidiary to which secure Domestic Obligations will not exceed 65% of such Restricted Subsidiary shall unconditionally GuaranteeForeign Subsidiary's voting capital) in respect of its obligations under such Supplemental Guarantee in such forms as the Administrative Agent may reasonably require, on a senior secured basisto the fullest extent permitted by applicable law, all of the Company’s Obligations under the Notes upon the terms set forth in this Indenture and (ii) execute Holding and deliver ASI shall ensure that Holding, ASI or any Subsidiary holding shares of capital stock of, or ownership interests in, such new or existing Domestic Subsidiary shall (unless Holding, ASI or such Subsidiary is already a Subsidiary Guarantor and such shares are pledged to the Collateral Agent under an existing Security Document) enter into a joinder Supplemental Guarantee substantially in the form of Exhibit H-1 and a Supplemental Securities Pledge Agreement, in such form as the Administrative Agent may reasonably require, with such changes in each thereof as shall be permitted by Section 10.10 or required by this Section 5.11 (all such Supplemental Guarantees and Supplemental Securities Pledge Agreements collectively the "Supplemental Documents"); provided that no new Supplemental Document shall be required, or the form of such Supplemental Document shall be modified, to the extent required to avoid (x) any violation of applicable law or material risk thereof or (y) any violation of the provisions of any joint venture or other material agreement to each governing or binding such Domestic Subsidiary or other Subsidiary or any material risk thereof. Any Domestic Subsidiary or other Subsidiary that cannot execute a Supplemental Document or whose Supplemental Document must be amended for the foregoing reasons shall promptly upon any change of law or waiver or lapse of the applicable Security Documents defining contractual restriction enter into a Supplemental Document or amend the terms existing Supplemental Document to comply with this Section 5.11(a) in a manner satisfactory to the Administrative Agent. Notwithstanding any other provision of the security interests that secure payment and performance when due of the Notesthis paragraph (a), and take all actions required by the Security Documents to cause the Note Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation no Finance Subsidiary or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Unified Receivables Company shall be required to execute or deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request (subject to customary exceptions, assumptions and qualifications)any Supplemental Document.

Future Guarantors. Each The Issuer will cause each Restricted Subsidiary that is not then the Issuer or a Subsidiary Guarantor that (a) Incurs any Indebtedness under any of the Company organized under the laws of the United StatesXHR Credit Agreements, any political subdivision thereofAdditional Pari Passu Lien Obligations, any state thereof or the District of Columbia that is required to Guarantee the Notes (and thereby become a Guarantor) after the Issue Date other Indebtedness Incurred pursuant to Section 4.17 shall promptly 4.08(d)(1) and/or any Capital Markets Indebtedness or (ib) Guarantees any Indebtedness of the Issuer or any Subsidiary Guarantor under any of the XHR Credit Agreements, any Additional Pari Passu Lien Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuer or any other Subsidiary Guarantor, to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture, indenture in substantially the form attached of Exhibit E hereto as Exhibit D, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on a senior secured basis, all of the Company’s Obligations under the Notes upon the same terms and conditions as those set forth in this Indenture and (ii) execute and deliver applicable to the Collateral Agent other Subsidiary Guarantors; provided that this Section 4.17 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a joinder agreement to each Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Notwithstanding the foregoing, the Note Guarantee by a Subsidiary Guarantor that is a Restricted Subsidiary of the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes, and take all actions required by the Security Documents Issuer will be automatically released pursuant to cause the Note Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request (subject to customary exceptions, assumptions and qualifications)Section 10.05 hereof.

Future Guarantors. Each The Issuer will cause each Restricted Subsidiary that is not then the Issuer or a Subsidiary Guarantor that (a) Incurs any Indebtedness under any of the Company organized under the laws of the United StatesXHR Credit Agreements, any political subdivision thereofAdditional Pari Passu Lien Obligations, any state thereof or the District of Columbia that is required to Guarantee the Notes (and thereby become a Guarantor) after the Issue Date other Indebtedness Incurred pursuant to Section 4.17 shall promptly 4.08(d)(1) and/or any Capital Markets Indebtedness or (ib) Guarantees any Indebtedness of the Issuer or any Subsidiary Guarantor under any of the XHR Credit Agreements, any Additional Pari Passu Lien Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuer or any other Subsidiary Guarantor, to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture, indenture in substantially the form attached of Exhibit E hereto as Exhibit D, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, become a Subsidiary Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on a senior secured basis, all of the Company’s Obligations under the Notes upon the same terms and conditions as those set forth in this Indenture and (ii) execute and deliver applicable to the Collateral Agent other Subsidiary Guarantors; provided that this Section 4.17 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a joinder agreement to each Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Notwithstanding the foregoing, the Note Guarantee by a Subsidiary Guarantor that is a Restricted Subsidiary of the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes, and take all actions required by the Security Documents Issuer will be automatically released pursuant to cause the Note Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request (subject to customary exceptions, assumptions and qualifications)Section 10.05 hereof.

Future Guarantors. Each If, after the Issue Date, (a) any Domestic Subsidiary of CommScope (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then the Issuer or a Guarantor guarantees or Incurs any Indebtedness under either of the Senior Credit Agreements, the Secured Notes Indenture, either indenture governing the Opco Notes or guarantees any capital markets Indebtedness of CommScope or any of its Restricted Subsidiaries (including the Issuer) with an aggregate principal amount in excess of $150 million (“Certain Capital Markets Debt”) or (b) CommScope or the Issuer otherwise elects to have any Restricted Subsidiary of the Company organized under the laws of the United States, any political subdivision thereof, any state thereof or the District of Columbia that is required to Guarantee the Notes (and thereby CommScope become a Guarantor) after the Issue Date pursuant , then, in each such case, CommScope shall cause such Restricted Subsidiary to Section 4.17 shall promptly (i) execute and deliver to the Trustee a supplemental indenture, in substantially the form attached hereto as Exhibit D, indenture pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on a senior secured basis, all of the Company’s Obligations under the Notes upon the same terms and conditions as those set forth in this Indenture and (ii) execute and deliver applicable to the Collateral Agent a joinder agreement other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to each the Trustee within 20 Business Days of the date that such Indebtedness under the applicable Security Documents defining Senior Credit Agreement, the terms of Secured Notes Indenture, the security interests that secure payment and performance when due of indentures governing the Notes, and take all actions required Opco Notes or such Certain Capital Markets Debt has been guaranteed or Incurred by the Security Documents to cause the Note Liens created thereunder to such Restricted Subsidiary. Each Guarantee shall be duly perfected released in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request (subject to customary exceptions, assumptions and qualificationsSection 10.2(b).

Future Guarantors. Each The Issuer shall cause each newly formed or acquired Wholly-owned Restricted Subsidiary of the Company organized under the laws of the United States, any political subdivision thereof, any state thereof or the District of Columbia that is required a Domestic Subsidiary (unless such Subsidiary is a Receivables Subsidiary or a Foreign Subsidiary) to Guarantee the Notes (and thereby become a Guarantor) within 20 Business Days after the Issue Date pursuant to Section 4.17 shall promptly (idate on which such Restricted Subsidiary is formed or acquired) execute and deliver to the Trustee a supplemental indenture, in substantially the form of which is attached hereto as Exhibit DD hereto, pursuant to which such Subsidiary will guarantee payment of the Notes and become a Guarantor under Article X hereof. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary shall unconditionally without rendering the Guarantee, on a senior secured basisas it relates to such Restricted Subsidiary, all voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of the Company’s Obligations under the Notes upon the terms set forth in this Indenture and (ii) execute and deliver to the Collateral Agent a joinder agreement to each of the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes, and take all actions required by the Security Documents to cause the Note Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such Guarantor’s assets are locatedcreditors generally. Concurrently with the execution and delivery of such supplemental indenture, the Company Issuer shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has have been duly authorized, executed and delivered by such Guarantor Subsidiary and that that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such supplemental indenture Subsidiary is a legally legal, valid and binding obligation of such GuarantorSubsidiary, enforceable against such Guarantor Subsidiary in accordance with its terms and/or and to such other matters as the Trustee may reasonably request (subject to customary exceptions, assumptions and qualifications)request.

Future Guarantors. Each In the event that, after the Issue ------------------ Date, the Company forms or otherwise acquires, directly or indirectly, any Restricted Subsidiary, the Company shall cause such Restricted Subsidiary of to Guarantee the Notes pursuant to a Subsidiary Guaranty on the terms and conditions set forth in the Indenture and the Subsidiary Guaranty Agreement; provided, however, in the event the Company or a Restricted Subsidiary forms or -------- ------- otherwise acquires, directly or indirectly, a Restricted Subsidiary organized under the laws of a jurisdiction other than the United StatesStates and such jurisdiction prohibits by law, any political subdivision thereofregulation or order such Restricted Subsidiary from providing a Guarantee, any state thereof or the District of Columbia Company shall use all commercially reasonable efforts (including pursuing required waivers) over a period up to one year, to provide such Guarantee; provided further, however, that is the Company shall not be -------- ------- ------- required to use such commercially reasonable efforts with respect to such subsidiaries for more than a one-year period or such shorter period as the Company shall determine in good faith that it has used all commercially reasonable efforts. If the Company or such Restricted Subsidiary is unable during such period to obtain an enforceable Guarantee the Notes (and thereby become a Guarantor) after the Issue Date pursuant to Section 4.17 shall promptly (i) execute and deliver to the Trustee a supplemental indenturein such jurisdiction, in substantially the form attached hereto as Exhibit D, pursuant to which then such Restricted Subsidiary shall unconditionally Guarantee, on not be required to provide a senior secured basis, all Guarantee of the Company’s Obligations under the Notes upon the terms set forth in this Indenture and (ii) execute and deliver Securities pursuant to the Collateral Agent a joinder agreement to each Subsidiary Guaranty so long as such Restricted Subsidiary does not Guarantee any other Indebtedness of the applicable Security Documents defining the terms of the security interests that secure payment Company and performance when due of the Notes, and take all actions required by the Security Documents to cause the Note Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request (subject to customary exceptions, assumptions and qualifications)Restricted Subsidiaries.

Future Guarantors. Each The Issuer shall cause each Wholly Owned Restricted Subsidiary (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Company organized under the laws Issuer), other than a Guarantor, that guarantees any Indebtedness of the United StatesIssuer or any other Guarantor, any political subdivision thereofif any, any state thereof or the District of Columbia that is required to Guarantee the Notes (and thereby become a Guarantor) after the Issue Date pursuant to Section 4.17 shall promptly (i) execute and deliver to the Trustee a supplemental indenture, indenture substantially in substantially the form attached of Exhibit C-1 hereto as Exhibit D, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of guarantee the CompanyIssuer’s Obligations under the Notes upon and this Indenture; it being understood and agreed that for any such Restricted Subsidiary organized under the terms laws of Belgium, Germany or Luxembourg that otherwise executes a supplemental indenture and provides a Guarantee, such supplemental indenture shall contain the applicable limitations as to such Guarantee substantially in the form included in the supplemental indenture attached as Exhibit C-2 hereto. If following the date of this Indenture and notwithstanding anything in Section 9.02 to the contrary, any Restricted Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction outside the United States shall be required to execute a Guarantee and the Issuer shall reasonably determine that Section 10.02 or any applicable provision set forth in this Indenture and (ii) execute and deliver to Exhibit C-2 hereto shall not adequately address the Collateral Agent a joinder agreement to each limitations on such Guarantee imposed by applicable law of the applicable Security Documents defining jurisdiction of incorporation, organization or formation, as the terms case may be, of any such future Guarantor, then the security interests that secure payment and performance when due of the Notes, and take all actions required by the Security Documents to cause the Note Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee Issuer shall be entitled to conclusively and exclusively rely) amend such clauses or add such additional provisions (including any related modifications to a supplement to this Indenture or a Guarantee, substantially in the effect that such supplemental indenture has been duly authorizedform of Exhibit C-1 hereto), executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee case may reasonably request (subject be, in order for the Guarantee of a Guarantor not to customary exceptions, assumptions and qualifications)so violate applicable law.

Future Guarantors. Each Restricted (a) Promptly upon any person becoming a direct or indirect Domestic Subsidiary of the Company organized under the laws of the United States(other than a Domestic Subsidiary that would not be a Designated Subsidiary, any political subdivision thereof, any state thereof or the District of Columbia that would be a Non-Material Subsidiary) or upon a Domestic Subsidiary that is required to Guarantee a Designated Subsidiary no longer meeting the Notes (and thereby become criteria for being a Guarantor) after the Issue Date pursuant to Section 4.17 shall promptly Non-Material Subsidiary, or upon a Domestic Subsidiary that is not a Non-Material Subsidiary becoming a Designated Subsidiary, (i) such new or existing Domestic Subsidiary shall execute and deliver a guarantee of all of the obligations owing to the Trustee a supplemental indentureLenders hereunder, substantially in substantially the form of the Supplemental Guarantee attached hereto as Exhibit DI- 1, pursuant and enter into a Supplemental Security Agreement and a Supplemental Securities Pledge Agreement (under which shares of any Foreign Subsidiary pledged by ASI or any Domestic Subsidiary to which secure Domestic Obligations will not exceed 65% of such Restricted Subsidiary shall unconditionally GuaranteeForeign Subsidiary's voting capital) in respect of its obligations under such Supplemental Guarantee in such forms as the Administrative Agent may reasonably require, on a senior secured basisto the fullest extent permitted by applicable law, all of the Company’s Obligations under the Notes upon the terms set forth in this Indenture and (ii) execute Holding and deliver ASI shall ensure that any Subsidiary holding shares of capital stock of such new or existing Domestic Subsidiary shall (unless such Subsidiary is already a Subsidiary Guarantor and such shares are pledged to the Collateral Agent under an existing Security Document) enter into a joinder Supplemental Guarantee substantially in the form of Exhibit I-1 and a Supplemental Securities Pledge Agreement, in such form as the Administrative Agent may reasonably require, with such changes in each thereof as shall be permitted by Section 10.10 or required by this Section 5.12 (all such Supplemental Guarantees, Supplemental Security Agreements and Supplemental Securities Pledge Agreements collectively the "Supplemental Documents"); provided that no new Supplemental Document shall be required, or the form of such Supplemental Document shall be modified, to the extent required to avoid (x) any violation of applicable law or material risk thereof or (y) any violation of the provisions of any joint venture or other material agreement to each governing or binding such Domestic Subsidiary or other Subsidiary or any material risk thereof. Any Domestic Subsidiary or other Subsidiary that cannot execute a Supplemental Document or whose Supplemental Document must be amended for the foregoing reasons shall promptly upon any change of law or waiver or lapse of the applicable Security Documents defining contractual restriction enter into a Supplemental Document or amend the terms existing Supplemental Document to comply with this Section 5.12(a) in a manner satisfactory to the Administrative Agent. Notwithstanding any other provision of the security interests that secure payment and performance when due of the Notesthis paragraph (a), and take all actions required by the Security Documents to cause the Note Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation no Finance Subsidiary or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Unified Receivables Company shall be required to execute or deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request (subject to customary exceptions, assumptions and qualifications)any Supplemental Document.

Future Guarantors. Each Restricted Subsidiary of the Company organized under the laws of the United States, any political subdivision thereof, any state thereof or the District of Columbia that is required to Guarantee the Notes (and thereby become a Guarantor) after the Issue Date pursuant to Section 4.17 shall promptly (i) execute and deliver to the Trustee a supplemental indenture, in substantially the form attached hereto as Exhibit D, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of the Company’s Obligations under the Notes upon the terms set forth in this Indenture and (ii) execute and deliver to the Collateral Agent a joinder agreement to each of the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes, and take all actions required by the Security Documents to cause the Note Notes Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request (subject to customary exceptions, assumptions and qualifications).