Common use of Future Note Guarantees Clause in Contracts

Future Note Guarantees. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another wholly-owned Domestic Subsidiary after the Issue Date, then that newly acquired or created wholly-owned Domestic Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit C hereto and delivering it and an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created, as the case may be; provided, however, that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries; and provided, further, that any wholly-owned Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. (b) Except with respect to Permitted Debt, the Issuers will not permit any of their Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Issuers unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture substantially in the form of Exhibit C hereto providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary and/or the pledging of such assets on the same basis, as the case may be, which Guarantee will be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness.

Future Note Guarantees. (a) If the Company The Issuer will cause any Subsidiary acquired or any of its Restricted Subsidiaries acquires or creates another wholly-owned Domestic Subsidiary created after the Issue Date, then Date that newly acquired be- comes a guarantor of the indebtedness under the Credit Facilities or created whollyany other First-owned Domestic Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit C hereto Lien Indebtedness to execute and delivering it and an Opinion of Counsel deliver to the Collateral Trustee within 10 Business Days of the date on which it was acquired or created, as the case may be; provided, however, that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries; and provided, further, that any wholly-owned Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial SubsidiaryNoteholder Collateral Platform Guarantee. (b) Except with respect to Permitted Debt, The obligations of each Guarantor formed under the Issuers will not permit any of their Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness laws of the Issuers unless United States or any state thereof or the District of Columbia will be limited to the maximum amount that will result in the obliga- tions of such Restricted Guarantor under its Noteholder Collateral Platform Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. (c) Each Subsidiary simultaneously executes that becomes a Guarantor on or after the Issue Date will, pursuant to the Noteholder Collateral Platform, grant a security interest in favor of the Collateral Trustee and delivers a supplemental indenture will, as promptly as practicable, execute and/or deliver such Security Documents, financing statements, certifi- ▇▇▇▇▇, and opinions of counsel (to the extent, and substantially in the form form, delivered on the Issue Date (but of Exhibit C hereto providing for no greater scope)) as may be necessary to provide to the Guarantee Collateral Trustee a perfected First- Priority Lien in all of its Property that constitutes Collateral to secure its obligations under its Noteholder Collateral Platform Guarantee, and as may be necessary to have such Property added to the payment Collateral as required hereunder and under the Noteholder Collateral Platform, and thereupon all provisions of this In- denture relating to the Collateral shall be deemed to relate to such Property to the same extent and with the same force and effect. (d) A Guarantor’s obligations under its Noteholder Collateral Platform Guarantee, as it re- lates to the Notes by such Restricted Subsidiary and/or and this Indenture, and the pledging corresponding First-Priority Lien against Collateral of such assets on the same basisGuarantor, shall be released at such time as the case may be, which Guarantee will such Guarantor ceases to be senior to or pari passu with such Restricted a Subsidiary's Guarantee of or pledge to secure such other Indebtedness.

Future Note Guarantees. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another wholly-owned Domestic Subsidiary If, after the Issue Date, then that (a) any Subsidiary (including any newly formed or newly acquired Subsidiary) guarantees any Indebtedness outstanding under the 2027 Notes Indenture, the 2028 Notes Indenture, the 2029 Notes Indenture, the 2030 Notes Indenture or created wholly-owned Domestic the 2031 Indenture or (b) the Issuer otherwise elects to have any Subsidiary will become a Guarantor by executing Guarantor, then, in each such case, the Issuer shall cause such Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture substantially pursuant to which such Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in the form respect of Exhibit C hereto and delivering it and an Opinion of Counsel its Note Guarantee; and (2) deliver to the Trustee within 10 Business Days one or more opinions of the date on which it was acquired or createdcounsel that such supplemental indenture (a) has been duly authorized, as the case may be; provided, however, that the foregoing shall not apply to Subsidiaries executed and delivered by such Subsidiary and (b) constitutes a valid and legally binding obligation of the Company that have properly been designated as Unrestricted Subsidiaries such Subsidiary in accordance with its terms (subject to customary qualifications); provided that (i) any Note Guarantee provided under clause (a) of this Indenture for so long as they continue to constitute Unrestricted Subsidiaries; covenant shall be discharged and provided, further, that any wholly-owned Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such released at the same time as it ceases the discharge and release of the guarantee of other Indebtedness that gave rise to be an Immaterial Subsidiary. the obligation to provide such Note Guarantee and (ii) any Note Guarantee provided under clause (b) Except with respect of this covenant shall be discharged and released upon written notice from the Issuer to Permitted Debt, the Issuers will not permit any of their Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Issuers unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture substantially in the form of Exhibit C hereto providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary and/or the pledging of such assets on the same basis, as the case may be, which Guarantee will be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other IndebtednessTrustee.

Future Note Guarantees. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another wholly-owned Domestic Subsidiary after the Issue Date, then that newly acquired or created wholly-owned Domestic Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit C hereto and delivering it and an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created, as the case may be; provided, however, that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries; and provided, further, that any wholly-owned Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. (b) Except with respect to Permitted Debt, the Issuers will not permit any of their Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Issuers unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture substantially in the form of Exhibit C hereto providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary and/or the pledging of such assets on the same basis, as the case may be, which Guarantee will be senior to or pari passu with such Restricted Subsidiary's ’s Guarantee of or pledge to secure such other Indebtedness.

Future Note Guarantees. (a) If The Issuer will provide to the Company Trustee, on or prior to the 30th day after the date that (1) any of its Restricted Subsidiaries acquires Person becomes a direct or creates another wholly-owned indirect Wholly Owned Subsidiary that is a Domestic Subsidiary after the Issue Date, then (except for any Excluded Subsidiary) or (2) any Restricted Subsidiary that newly acquired or created wholly-owned Domestic Subsidiary will become is not already a Guarantor by executing a supplemental indenture substantially in the form of Exhibit C hereto and delivering it and that Guarantees or becomes an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created, as the case may be; provided, however, that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries; and provided, further, that any wholly-owned Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. (b) Except with respect to Permitted Debt, the Issuers will not permit any of their Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment obligor of any other Indebtedness of the Issuers unless such Restricted Subsidiary simultaneously executes and delivers Issuer or any of the Guarantors with an aggregate principal amount of $5 million or more, in each case, (A) pursuant to Section 12.8, a supplemental indenture substantially in the form of Exhibit C hereto to this Indenture, executed by such Person, providing for such Person’s Note Guarantee to the same extent as set forth in this Indenture; (B) a joinder agreement, executed by such Person to each of the Intercreditor Agreements, providing for such person to become a party to each of the Intercreditor Agreements; and (C) a joinder agreement, executed by such Person to the Collateral Agreement, providing for such Person to become a Grantor under each Security Document. The Issuer shall also cause such Person to take all actions required by the Collateral Agreement, any Security Document or otherwise to perfect the Liens created by the Collateral Agreement (and the joinder thereto) in favor of the Collateral Agent in any Collateral held by such Person. (b) Any Note Guarantee entered into pursuant to the immediately preceding paragraph because a Guarantor has Guaranteed any other Indebtedness of the Issuer or any Restricted Subsidiary shall be automatically and unconditionally released and discharged upon the release or discharge of the Guarantee of supporting such other Indebtedness or the payment of the Notes by such Restricted Subsidiary and/or the pledging other Indebtedness, except for a discharge, release or payment as a result of a payment under such assets on the same basis, as the case may be, which Guarantee will be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness.

Future Note Guarantees. (a) If the Company or any of its Restricted Subsidiaries Subsidiary acquires or creates another whollyWholly-owned Owned Domestic Subsidiary on or after the Issue Date, then that newly acquired or created whollyWholly-owned Owned Domestic Subsidiary will shall become a Guarantor by executing and execute a supplemental indenture substantially in the form of Exhibit C hereto Supplemental Indenture and delivering it and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created, as the case may be; provided, however, that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture except for so long as they continue to constitute Unrestricted Subsidiaries; and provided, further, that any whollyWholly-owned Owned Domestic Subsidiary acquired pursuant to Section 4.10(b)(x) hereof that constitutes an Immaterial Subsidiary need is not become a Guarantor until such time as it ceases permitted by the documents governing its Indebtedness to be an Immaterial Subsidiaryguarantee the Notes. (b) Except with respect to Permitted Debt, the Issuers will The Company shall not permit any of their Restricted SubsidiariesSubsidiary, directly or indirectly, to Guarantee or pledge guarantee any assets to secure the payment of any other Indebtedness of the Issuers Company or any Restricted Subsidiary unless such Restricted Subsidiary simultaneously (x) is a Guarantor or (y) within 10 days executes and delivers to the Trustee an Opinion of Counsel and a supplemental indenture substantially in the form of Exhibit C hereto Supplemental Indenture providing for the Guarantee guarantee of the payment of the Notes by such Restricted Subsidiary and/or the pledging of such assets on the same basis, as the case may beSubsidiary, which Guarantee will be guarantee shall rank senior in right of payment to or pari passu equally in right of payment with such Restricted Subsidiary's ’s guarantee of such other Indebtedness unless such other Indebtedness is subordinated Indebtedness, in which case the Guarantee or the Notes must be senior to the Guarantee of or pledge to secure such other Indebtedness. (c) Any such Opinion of Counsel required to be delivered under this Section 4.17 shall contain the opinions and statements described in Sections 13.04 and 13.05 hereof, an opinion that the addition of the Guarantor is authorized or permitted by the Indenture and an opinion that the Supplemental Indenture is a legal, valid and binding obligation of such Guarantor and the Company enforceable in accordance with its terms.