Common use of Future Guarantees Clause in Contracts

Future Guarantees. (a) The Borrower shall cause any Domestic Subsidiary of the Borrower that guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or a Subsidiary Guarantor (“Guaranteed Indebtedness”) to guarantee the Indebtedness under this Agreement within thirty (30) calendar days after so guaranteeing such Guaranteed Indebtedness and such Domestic Subsidiary shall execute and deliver a joinder to this Agreement providing for a Guaranty by such Restricted Subsidiary. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor, in which case such Subsidiary shall not be required to comply with the thirty (30) calendar day period described above. (b) If the Guaranteed Indebtedness: (i) ranks equally with the Loans (or the applicable Guaranty) in right of payment, then the guarantee of such Guaranteed Indebtedness shall rank equally with, or subordinate to the Guaranty issued pursuant to this Section 6.03 in right of payment; or (ii) is subordinated in right of payment to the Loans (or the applicable Guaranty), then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guaranty issued pursuant to Section 6.03 at least to the extent that the Guaranteed Indebtedness is subordinated to the Loans (or the applicable Guaranty).

Future Guarantees. (a) The Borrower Company shall cause any Domestic each Subsidiary of (including each Subsidiary that the Borrower Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor (Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Indebtedness Company’s obligations under the Indenture and this Agreement within thirty (30) calendar days after so guaranteeing Seventh Supplemental Indenture with respect to payment and performance of the Series J Notes to the same extent that such Guaranteed Indebtedness and is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such Domestic occurrence, such Future Subsidiary Guarantor shall execute and or deliver to the Trustee a joinder to this Agreement providing for a Guaranty by supplemental indenture making such Restricted Subsidiary. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Future Subsidiary Guarantor a party to become a Subsidiary Guarantor, in which case the Indenture for such Subsidiary shall not be required to comply with the thirty (30) calendar day period described above. (b) purpose. If the Guaranteed Indebtedness: Indebtedness is (iA) ranks equally with the Loans (or the applicable Guaranty) pari passu in right of paymentpayment with the Series J Notes, then the guarantee of such Guaranteed Indebtedness shall rank equally be pari passu in right of payment with, or subordinate to the Guaranty issued pursuant to this Section 6.03 subordinated in right of payment; or payment to, the guarantee of the Series J Notes required hereby or (iiB) is subordinated in right of payment to the Loans (or the applicable Guaranty)Series J Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guaranty issued pursuant to Section 6.03 guarantee of the Series J Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Loans (or Series J Notes. Upon the applicable Guaranty)complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series J Notes shall be automatically released.

Future Guarantees. (a) The Borrower shall cause Notes will not be Guaranteed by any Domestic Subsidiary of the Borrower Issuers’ Subsidiaries on the Closing Date. After the Closing Date, Wise Intermediate Holdings will cause each Restricted Subsidiary (other than XxxXx) that guarantees Guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or a Subsidiary Guarantor either Issuer (“Guaranteed Indebtedness”) to guarantee within ten business days of the Indebtedness under this Agreement within thirty (30) calendar days after so guaranteeing date on which such Restricted Subsidiary Guarantees such Guaranteed Indebtedness and such Domestic Subsidiary shall to execute and deliver a joinder supplemental indenture in the form of Exhibit B pursuant to this Agreement providing for a Guaranty by which such Restricted SubsidiarySubsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on the terms and conditions as set forth in this Indenture. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor, in which case such Subsidiary shall not be required to comply with the thirty (30) calendar day period described above. (b) If the Guaranteed Indebtedness: Indebtedness is (i) ranks equally with the Loans (or the applicable Guaranty) pari passu in right of paymentpayment with the Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall rank equally be pari passu in right of payment with, or subordinate to subordinated to, the Guaranty issued pursuant to this Section 6.03 in right of payment; or Subsidiary Guarantee or (ii) is subordinated in right of payment to the Loans (or the applicable Guaranty)Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guaranty issued pursuant to Section 6.03 Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Loans (or the applicable Guaranty)Notes.

Future Guarantees. If, on or after the first date of original issuance of the Notes and prior to the Maturity Date, the Company or any of the Company’s Subsidiaries incur or guarantee any indebtedness that necessitates the guarantee of the 2023 Notes by any of the Company’s Subsidiaries pursuant to the terms of the 2023 Notes, or any of the Company’s Subsidiaries guarantee the 2023 Notes for any other reason, each such Subsidiary that guarantees the 2023 Notes shall concurrently fully and unconditionally guarantee the Notes on the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) The Borrower shall cause any Domestic Subsidiary of the Borrower that guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or a Subsidiary Guarantor (“Guaranteed Indebtedness”) to guarantee the Indebtedness under this Agreement within thirty (30) calendar days after so guaranteeing such Guaranteed Indebtedness and such Domestic Subsidiary shall execute and deliver a joinder supplemental indenture to this Agreement providing for a Guaranty Indenture permitted by Section 10.01(c), the form of which is attached as Exhibit B, pursuant to which such Restricted Subsidiary. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required will agree to be a Subsidiary Guarantor under this Indenture and be bound by the terms of this Indenture applicable to become a Subsidiary GuarantorGuarantors, in including, but not limited to, Article 13; provided that such Guarantor shall deliver to the Trustee an Opinion of Counsel (which case such Subsidiary shall not be required may contain customary exceptions and qualifications as to comply with the thirty (30matters set forth therein) calendar day period described above. (b) If to the Guaranteed Indebtednesseffect that: (i) ranks equally with the Loans (or the applicable Guaranty) in right of payment, then the guarantee of such Guaranteed Indebtedness shall rank equally with, or subordinate to the Guaranty issued pursuant to this Section 6.03 in right of paymentNote Guarantee has been duly executed and authorized; orand (ii) is subordinated in right of payment to the Loans (or the applicable Guaranty)such Note Guarantee constitutes a valid, then the guarantee binding and enforceable obligation of such Guaranteed Indebtedness shall Subsidiary, except insofar as enforcement thereof may be subordinated limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (b) waive and not in right any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment to the Guaranty issued pursuant to Section 6.03 at least to the extent that the Guaranteed Indebtedness is subordinated to the Loans (or the applicable Guaranty)by such Subsidiary under its Note Guarantee.

Future Guarantees. (a) The Borrower Company shall cause any Domestic each Subsidiary of (including each Subsidiary that the Borrower Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor (Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Indebtedness Company’s obligations under the Indenture and this Agreement within thirty (30) calendar days after so guaranteeing Third Supplemental Indenture with respect to payment and performance of the Series G Notes to the same extent that such Guaranteed Indebtedness and is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such Domestic occurrence, such Future Subsidiary Guarantor shall execute and or deliver to the Trustee a joinder to this Agreement providing for a Guaranty by supplemental indenture making such Restricted Subsidiary. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Future Subsidiary Guarantor a party to become a Subsidiary Guarantor, in which case the Indenture for such Subsidiary shall not be required to comply with the thirty (30) calendar day period described above. (b) purpose. If the Guaranteed Indebtedness: Indebtedness is (iA) ranks equally with the Loans (or the applicable Guaranty) pari passu in right of paymentpayment with the Series G Notes, then the guarantee of such Guaranteed Indebtedness shall rank equally be pari passu in right of payment with, or subordinate to the Guaranty issued pursuant to this Section 6.03 subordinated in right of payment; or payment to, the guarantee of the Series G Notes required hereby or (iiB) is subordinated in right of payment to the Loans (or the applicable Guaranty)Series G Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guaranty issued pursuant to Section 6.03 guarantee of the Series G Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Loans (or Series G Notes. Upon the applicable Guaranty)complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series G Notes shall be automatically released.

Future Guarantees. (a) The Borrower Company shall cause any Domestic each Subsidiary of (including each Subsidiary that the Borrower Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor (Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Indebtedness Company’s obligations under the Indenture and this Agreement within thirty (30) calendar days after so guaranteeing Eighth Supplemental Indenture with respect to payment and performance of the Series K Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the Future Subsidiary Guarantors; provided that this Section 3.02 shall no longer apply upon the elimination of the future guarantees covenant from all of the outstanding Existing Senior Notes (including upon redemption or repayment in full) and from the Credit Facility. Within 60 days of the date of such Domestic occurrence, such Future Subsidiary Guarantor shall execute and or deliver to the Trustee a joinder to this Agreement providing for a Guaranty by supplemental indenture making such Restricted Subsidiary. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Future Subsidiary Guarantor a party to become a Subsidiary Guarantorthe Indenture for such purpose. To the extent this Section 3.02 is applicable, in which case such Subsidiary shall not be required to comply with the thirty (30) calendar day period described above. (b) If if the Guaranteed Indebtedness: Indebtedness is (iA) ranks equally with the Loans (or the applicable Guaranty) pari passu in right of paymentpayment with the Series K Notes, then the guarantee of such Guaranteed Indebtedness shall rank equally be pari passu in right of payment with, or subordinate to the Guaranty issued pursuant to this Section 6.03 subordinated in right of payment; or payment to, the guarantee of the Series K Notes required hereby or (iiB) is subordinated in right of payment to the Loans (or the applicable Guaranty)Series K Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guaranty issued pursuant to Section 6.03 guarantee of the Series K Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Loans (Series K Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, or the applicable Guaranty)termination of this Section 3.02 in accordance with the proviso to the first sentence hereof, such Future Subsidiary Guarantor’s guarantee of the Series K Notes shall be automatically released.

Future Guarantees. (a) The Borrower Company shall cause any Domestic each Subsidiary of (including each Subsidiary that the Borrower Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor (Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Indebtedness Company’s obligations under the Indenture and this Agreement within thirty (30) calendar days after so guaranteeing Sixth Supplemental Indenture with respect to payment and performance of the Series I Notes to the same extent that such Guaranteed Indebtedness and is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such Domestic occurrence, such Future Subsidiary Guarantor shall execute and or deliver to the Trustee a joinder to this Agreement providing for a Guaranty by supplemental indenture making such Restricted Subsidiary. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Future Subsidiary Guarantor a party to become a Subsidiary Guarantor, in which case the Indenture for such Subsidiary shall not be required to comply with the thirty (30) calendar day period described above. (b) purpose. If the Guaranteed Indebtedness: Indebtedness is (iA) ranks equally with the Loans (or the applicable Guaranty) pari passu in right of paymentpayment with the Series I Notes, then the guarantee of such Guaranteed Indebtedness shall rank equally be pari passu in right of payment with, or subordinate to the Guaranty issued pursuant to this Section 6.03 subordinated in right of payment; or payment to, the guarantee of the Series I Notes required hereby or (iiB) is subordinated in right of payment to the Loans (or the applicable Guaranty)Series I Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guaranty issued pursuant to Section 6.03 guarantee of the Series I Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Loans (or Series I Notes. Upon the applicable Guaranty)complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series I Notes shall be automatically released.

Future Guarantees. If, on or following the first date of original issuance of the Notes and prior to the Maturity Date, the Company incurs any indebtedness that is guaranteed by one or more Subsidiaries of the Company, any Subsidiary of the Company incurs any indebtedness that is guaranteed by the Company or any other Subsidiary of the Company, or any Subsidiary of the Company incurs any indebtedness for borrowed money (other than Excluded Indebtedness), each Subsidiary that guarantees such indebtedness, and each Subsidiary that incurs such indebtedness, shall fully and unconditionally guarantee on an unsecured basis the notes, and such guarantee of the Notes shall rank equally with the guarantee of such indebtedness or such indebtedness, as the case may be, on the terms set forth in Article 13. The Company shall cause each such Subsidiary to: (a) The Borrower shall cause any Domestic Subsidiary of the Borrower that guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or a Subsidiary Guarantor (“Guaranteed Indebtedness”) to guarantee the Indebtedness under this Agreement within thirty (30) calendar days after so guaranteeing such Guaranteed Indebtedness and such Domestic Subsidiary shall execute and deliver a joinder supplemental indenture to this Agreement providing for a Guaranty Indenture permitted by Section 10.01(c), the form of which is attached as Exhibit B, pursuant to which such Restricted Subsidiary. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required will agree to be a Subsidiary Guarantor under this Indenture and be bound by the terms of this Indenture applicable to become a Subsidiary GuarantorGuarantors, in which case such Subsidiary shall including, but not be required to comply with the thirty (30) calendar day period described above.limited to, Article 13; and (b) If waive and not in any manner whatsoever claim or take the Guaranteed Indebtedness: (i) ranks equally with benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Loans (Company or the applicable Guaranty) in right any other Subsidiary as a result of payment, then the guarantee of any payment by such Guaranteed Indebtedness shall rank equally with, or subordinate to the Guaranty issued pursuant to this Section 6.03 in right of payment; or (ii) is subordinated in right of payment to the Loans (or the applicable Guaranty), then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guaranty issued pursuant to Section 6.03 at least to the extent that the Guaranteed Indebtedness is subordinated to the Loans (or the applicable Guaranty)Subsidiary under its Note Guarantee.

Future Guarantees. (a) The Borrower Company shall cause any Domestic each Subsidiary of (including each Subsidiary that the Borrower Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor (Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Indebtedness Company’s obligations under the Indenture and this Agreement within thirty (30) calendar days after so guaranteeing First Supplemental Indenture with respect to payment and performance of the Series E Notes to the same extent that such Guaranteed Indebtedness and is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such Domestic occurrence, such Future Subsidiary Guarantor shall execute and or deliver to the Trustee a joinder to this Agreement providing for a Guaranty by supplemental indenture making such Restricted Subsidiary. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Future Subsidiary Guarantor a party to become a Subsidiary Guarantor, in which case the Indenture for such Subsidiary shall not be required to comply with the thirty (30) calendar day period described above. (b) purpose. If the Guaranteed Indebtedness: Indebtedness is (iA) ranks equally with the Loans (or the applicable Guaranty) pari passu in right of paymentpayment with the Series E Notes, then the guarantee of such Guaranteed Indebtedness shall rank equally be pari passu in right of payment with, or subordinate to the Guaranty issued pursuant to this Section 6.03 subordinated in right of payment; or payment to, the guarantee of the Series E Notes required hereby or (iiB) is subordinated in right of payment to the Loans (or the applicable Guaranty)Series E Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guaranty issued pursuant to Section 6.03 guarantee of the Series E Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Loans (or Series E Notes. Upon the applicable Guaranty)complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series E Notes shall be automatically released.

Future Guarantees. (a) The Borrower Company shall cause any Domestic each Subsidiary of (including each Subsidiary that the Borrower Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor (Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Indebtedness Company’s obligations under the Indenture and this Agreement within thirty (30) calendar days after so guaranteeing Fifth Supplemental Indenture with respect to payment and performance of the Series H Notes to the same extent that such Guaranteed Indebtedness and is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such Domestic occurrence, such Future Subsidiary Guarantor shall execute and or deliver to the Trustee a joinder to this Agreement providing for a Guaranty by supplemental indenture making such Restricted Subsidiary. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Future Subsidiary Guarantor a party to become a Subsidiary Guarantor, in which case the Indenture for such Subsidiary shall not be required to comply with the thirty (30) calendar day period described above. (b) purpose. If the Guaranteed Indebtedness: Indebtedness is (iA) ranks equally with the Loans (or the applicable Guaranty) pari passu in right of paymentpayment with the Series H Notes, then the guarantee of such Guaranteed Indebtedness shall rank equally be pari passu in right of payment with, or subordinate to the Guaranty issued pursuant to this Section 6.03 subordinated in right of payment; or payment to, the guarantee of the Series H Notes required hereby or (iiB) is subordinated in right of payment to the Loans (or the applicable Guaranty)Series H Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guaranty issued pursuant to Section 6.03 guarantee of the Series H Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Loans (or Series H Notes. Upon the applicable Guaranty)complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series H Notes shall be automatically released.

Future Guarantees. (a) The Borrower Company shall cause any Domestic each Subsidiary of (including each Subsidiary that the Borrower Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Borrower or Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor (Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Indebtedness Company’s obligations under the Indenture and this Agreement within thirty (30) calendar days after so guaranteeing Second Supplemental Indenture with respect to payment and performance of the Series F Notes to the same extent that such Guaranteed Indebtedness and is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such Domestic occurrence, such Future Subsidiary Guarantor shall execute and or deliver to the Trustee a joinder to this Agreement providing for a Guaranty by supplemental indenture making such Restricted Subsidiary. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Future Subsidiary Guarantor a party to become a Subsidiary Guarantor, in which case the Indenture for such Subsidiary shall not be required to comply with the thirty (30) calendar day period described above. (b) purpose. If the Guaranteed Indebtedness: Indebtedness is (iA) ranks equally with the Loans (or the applicable Guaranty) pari passu in right of paymentpayment with the Series F Notes, then the guarantee of such Guaranteed Indebtedness shall rank equally be pari passu in right of payment with, or subordinate to the Guaranty issued pursuant to this Section 6.03 subordinated in right of payment; or payment to, the guarantee of the Series F Notes required hereby or (iiB) is subordinated in right of payment to the Loans (or the applicable Guaranty)Series F Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Guaranty issued pursuant to Section 6.03 guarantee of the Series F Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Loans (or Series F Notes. Upon the applicable Guaranty)complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series F Notes shall be automatically released.