Common use of Future Guarantees Clause in Contracts

Future Guarantees. The Company may from time to time designate a Restricted Subsidiary or an Affiliate as a guarantor of the Notes (the “Guarantors”) by causing it to execute and deliver to the Trustee a supplemental indenture to the Indenture, subject to the Trustee's completion of customary client identification processes for any such Guarantor in compliance with applicable money laundering regulations and internal policies. Each Guarantor will, jointly and severally, with the other Guarantors, if applicable, irrevocably guarantee (each guarantee, an “Note Guarantee”), as primary obligor and not merely as surety, on a senior or senior subordinated basis the full and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all payment obligations of the Company under the Indenture and the Notes, whether for payment of principal of or interest on or in respect of the Notes, fees, expenses, indemnification or otherwise. The obligations of any Guarantor will be contractually limited under its Note Guarantee to prevent the relevant Note Guarantee from constituting a fraudulent conveyance under applicable law, or otherwise to reflect limitations under applicable law. A Note Guarantee will be released: • upon the sale or other disposition (including through merger or consolidation) in compliance with the Indenture of the Capital Stock of the relevant Guarantor (other than the Afffiliate Issuer, if any) (whether directly or through the disposition of a parent thereof), following which such Guarantor is no longer a Restricted Subsidiary or Affiliate Subsidiary (other than a sale or other disposition to the Company or any of the Restricted Subsidiaries); • in the case of a Guarantor that is prohibited or restricted by applicable Law from guaranteeing the Notes (other than customary legal and contractual limitations on the Note Guarantee of such Guarantor); provided that such Note Guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction;

Future Guarantees. The Company may If, after the Issue Date, any wholly owned Restricted Subsidiary (a) creates, assumes or incurs any Specified Unsecured Debt or guarantees any Specified Unsecured Debt, in each case issued by the Issuer or any wholly owned Restricted Subsidiary after the Issue Date or (b) guarantees the obligations of Blue Cube under the Blue Cube Notes, then in any such case the Issuer shall cause such wholly owned Restricted Subsidiary, within 45 days from (or, in the case of the first guarantee required under clause (b) above after the Issue Date, substantially concurrent with) such creation, assumption, incurrence or guarantee of such Specified Unsecured Debt or such guarantee of the Blue Cube Notes, to execute and deliver a supplemental indenture to this Indenture substantially in the form of Exhibit B to provide a Note Guarantee by such Restricted Subsidiary of the payment of the principal of, premium, if any, and interest on the Notes on an unsecured unsubordinated basis, except that no such guarantee of the Notes will be required (i) as a result of any indebtedness (including any guarantees) by a Person (x) existing at the time to such Person is merged into, or consolidated with, any Restricted Subsidiary, (y) existing at the time designate such Person becomes a Restricted Subsidiary or (z) being assumed by a Restricted Subsidiary in connection with a sale, lease or other disposition of the properties and assets of such Person (or a division thereof) as an Affiliate entirety or substantially as an entirety to any Restricted Subsidiary; provided that in each case any such indebtedness or guarantee was not incurred in contemplation thereof, (ii) by any Restricted Subsidiary that is prohibited by any applicable law, rule, regulation or contractual obligation (other than any contractual obligation created in contemplation of such incurrence or guarantee) from guaranteeing the Notes or (iii) by any Restricted Subsidiary that would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantor guarantee of the Notes (unless such consent, approval, license or authorization has been received). If the “Guarantors”) by causing it Issuer is required to cause a Restricted Subsidiary to provide a Note Guarantee pursuant to the immediately preceding sentence as a result of such Restricted Subsidiary’s guarantee of the Blue Cube Notes and, at the time such Note Guarantee is provided Blue Cube is not a Guarantor, the Issuer shall cause Blue Cube to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the Indenture, subject form of Exhibit B to the Trustee's completion of customary client identification processes for any provide a Note Guarantee substantially concurrent with such Guarantor in compliance with applicable money laundering regulations and internal policies. Each Guarantor will, jointly and severally, with the other Guarantors, if applicable, irrevocably Restricted Subsidiary’s guarantee (each guarantee, an “Note Guarantee”), as primary obligor and not merely as surety, on a senior or senior subordinated basis the full and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all payment obligations of the Company under the Indenture and the Blue Cube Notes, whether for payment of principal of or interest on or in respect of the Notes, fees, expenses, indemnification or otherwise. The obligations of any Guarantor will be contractually limited under its Note Guarantee to prevent the relevant Note Guarantee from constituting a fraudulent conveyance under applicable law, or otherwise to reflect limitations under applicable law. A Note Guarantee will be released: • upon the sale or other disposition (including through merger or consolidation) in compliance with the Indenture of the Capital Stock of the relevant Guarantor (other than the Afffiliate Issuer, if any) (whether directly or through the disposition of a parent thereof), following which such Guarantor is no longer a Restricted Subsidiary or Affiliate Subsidiary (other than a sale or other disposition to the Company or any of the Restricted Subsidiaries); • in the case of a Guarantor that is prohibited or restricted by applicable Law from guaranteeing the Notes (other than customary legal and contractual limitations on the Note Guarantee of such Guarantor); provided that such Note Guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction;.

Future Guarantees. (a) The Company may from time will not cause or permit any Subsidiary to time designate a Restricted guarantee the indebtedness outstanding under any Capital Markets Indebtedness incurred by the Company or any of its Subsidiaries after the original issue date of the Notes, unless such Subsidiary or an Affiliate as becomes a guarantor of the Notes (on the “Guarantors”) by causing it to execute date on which the guarantee of such Capital Markets Indebtedness is incurred and, if applicable, executes and deliver delivers to the Trustee a supplemental indenture providing for a Note Guarantee of such Subsidiary; provided, however, that such Subsidiary shall not be obligated to become such a guarantor of the Notes to the Indentureextent and for so long as the incurrence of such Note Guarantee would reasonably be expected to give rise to or result in: (1) any breach or violation of statutory limitations, subject financial assistance, capital maintenance, corporate benefit, fraudulent preference or thin capitalization rules, retention of title claims, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) a material risk or liability for the officers, directors or (except in the case of a Subsidiary that is a partnership) shareholders of such Subsidiary (or, in the case of a Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any material cost, expense, liability or obligation (including with respect to any taxes) other than (i) the liability or obligation arising pursuant to the Trustee's completion Note Guarantee and (ii) reasonable and documented out of customary client identification processes for any pocket expenses; provided that the foregoing exclusions shall not apply to the extent the corresponding guarantee by such Guarantor Subsidiary of such Capital Markets Indebtedness would result in compliance with applicable money laundering regulations and internal policiesa materially similar breach, violation, risk, liability, cost, expense or obligation (as applicable). Each Guarantor will, jointly and severally, with At the other Guarantors, if applicable, irrevocably guarantee (each guarantee, an “Note Guarantee”), as primary obligor and not merely as surety, on a senior or senior subordinated basis the full and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all payment obligations option of the Company under the Indenture and the NotesCompany, whether for payment of principal of or interest any Note Guarantee may contain limitations on or in respect liability of the Notes, fees, expenses, indemnification or otherwise. The obligations of any Guarantor will be contractually limited under its Note Guarantee relevant guarantor to prevent the relevant Note Guarantee from constituting a extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law, or otherwise to reflect limitations under applicable law. A . (b) Any Note Guarantee will granted pursuant to Section 9.01(a) above shall be released: • automatically and unconditionally released and discharged: (i) upon the a sale or other disposition (including through merger by way of consolidation or consolidationmerger) in compliance with the Indenture of the Capital Stock of the relevant Guarantor guarantor (other than whether by direct sale or sale of a holding company) or the Afffiliate Issuersale or disposition of all or substantially all the assets of the guarantor, if any) (whether directly or through the disposition of a parent thereof), following which such Guarantor is no longer a Restricted Subsidiary or Affiliate Subsidiary (other than a sale or other disposition does not violate Article 11 and, in each case, the guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition; (ii) upon satisfaction and discharge of the Indenture, as provided in Article 3; (iii) upon the release of the guarantee that resulted in the creation of the relevant Note Guarantee under Section 9.01(a) above so long as no Event of Default shall have occurred and be continuing or would arise as a result and no other Capital Markets Indebtedness at that time is guaranteed by the relevant guarantor; or (iv) upon redemption, repurchase and/or conversion of all of the Notes. (c) The Trustee shall take or shall instruct the Collateral Agent to take all actions, including the granting of releases or waivers under any Intercreditor Agreement, reasonably requested by (and at the expense of) the Company to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications, including the delivery of a customary Officer’s Certificate and Opinion of Counsel. The Trustee or the Collateral Agent, as applicable, shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel absolutely and without further inquiry. Each of the releases set forth above shall be effected by the Trustee or Collateral Agent, as applicable, without the consent of the Holders or any other action or consent on the part of the Restricted Subsidiaries); • in the case of a Guarantor that is prohibited Trustee or restricted by applicable Law from guaranteeing the Notes (other than customary legal and contractual limitations on the Note Guarantee of such Guarantor); provided that such Note Guarantee will be released Collateral Agent, as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction;applicable.

Future Guarantees. (a) The Company may from time to time designate Issuer will cause (i) any Subsidiary acquired or created after the Issue Date and which is designated by the Issuer as a Restricted Subsidiary; and (ii) any Unrestricted Subsidiary or an Affiliate that is subsequently designated as a guarantor of the Notes (the “Guarantors”) by causing it Restricted Subsidiary, to execute and deliver to the Collateral Trustee a supplemental indenture to the Indenture, subject to the Trustee's completion of customary client identification processes for any such Guarantor in compliance with applicable money laundering regulations and internal policies. Each Guarantor will, jointly and severally, with the other Guarantors, if applicable, irrevocably guarantee Guarantee. (each guarantee, an “Note Guarantee”), as primary obligor and not merely as surety, on a senior or senior subordinated basis the full and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all payment obligations of the Company under the Indenture and the Notes, whether for payment of principal of or interest on or in respect of the Notes, fees, expenses, indemnification or otherwise. b) The obligations of each Guarantor formed under the laws of the United States or any Guarantor state thereof or the District of Columbia will be contractually limited to the maximum amount that will result in the obligations of such Guarantor under its Note Guarantee to prevent the relevant Note Guarantee from not constituting a fraudulent conveyance or fraudulent transfer under applicable law. (c) Each Subsidiary that becomes a Guarantor on or after the Issue Date will also become a party to the applicable Security Documents and will, or otherwise to reflect limitations under applicable law. A Note Guarantee will be released: • upon the sale as promptly as practicable, execute and/or deliver such Security Documents, financing statements, certificates representing equity interests or other disposition documentation or instruments evidencing or relating to pledged Collateral (including through merger together with any related stock powers, allonges or consolidationcollateral assignments),certificates, and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but of no greater scope)) as may be necessary to provide to the Collateral Trustee a perfected First-Priority Lien (subject to Permitted Liens) in compliance all of its Property that constitutes Collateral to secure its obligations under its Guarantee, and as may be necessary to have such Property added to the Collateral as required under the Indenture, and thereupon all provisions of the Indenture relating to the Collateral shall be deemed to relate to such Property to the same extent and with the Indenture of same force and effect. (d) Guarantees and the Capital Stock of the relevant corresponding First-Priority Lien against Collateral shall be released at such time as any Guarantor (other than the Afffiliate Issuer, if any) (whether directly becomes an Unrestricted Subsidiary or through the disposition of a parent thereof), following which such Guarantor is no longer ceases to be a Restricted Subsidiary or Affiliate a Subsidiary (other than a sale or other disposition to the Company or any of the Restricted Subsidiaries); • in the case of a Guarantor that is prohibited or restricted by applicable Law from guaranteeing the Notes (other than customary legal and contractual limitations on the Note Guarantee of such Guarantor); provided that such Note Guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction;Issuer.